exv4w3






Exhibit 4.3




EXECUTION VERSION




 





COLLATERAL AGREEMENT




made by




CLEARWIRE COMMUNICATIONS LLC




and certain of its Subsidiaries




in favor of




Wilmington Trust FSB,

as Collateral Agent




Dated as of November 24, 2009




 















 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	SECTION 1. DEFINED TERMS
	 	 	2	 
	 
	 	 	 	 
	1.1. Definitions
	 	 	2	 
	1.2. Other Definitional Provisions
	 	 	7	 
	 
	 	 	 	 
	SECTION 2. GRANT OF SECURITY INTEREST
	 	 	7	 
	 
	 	 	 	 
	SECTION 3. REPRESENTATIONS AND WARRANTIES
	 	 	8	 
	 
	 	 	 	 
	3.1. Title; No Other Liens
	 	 	8	 
	3.2. Perfected First Priority Liens
	 	 	9	 
	3.3. Jurisdiction of Organization; Chief Executive Office
	 	 	9	 
	3.4. Investment Property
	 	 	9	 
	3.5. Intellectual Property
	 	 	9	 
	 
	 	 	 	 
	SECTION 4. COVENANTS
	 	 	10	 
	 
	 	 	 	 
	4.1. Covenants in Indenture
	 	 	10	 
	4.2. Maintenance of Insurance
	 	 	10	 
	4.3. Maintenance of Perfected Security Interest; Further Documentation
	 	 	10	 
	4.4. Changes in Name, etc.
	 	 	11	 
	4.5. Notices
	 	 	11	 
	4.6. Investment Property
	 	 	12	 
	4.7. Intellectual Property
	 	 	13	 
	 
	 	 	 	 
	SECTION 5. REMEDIAL PROVISIONS
	 	 	15	 
	 
	 	 	 	 
	5.1. Communications with Obligors; Grantors Remain Liable
	 	 	15	 
	5.2. Pledged Stock
	 	 	15	 
	5.3. Proceeds To Be Turned Over to Collateral Agent
	 	 	16	 
	5.4. Application of Proceeds
	 	 	16	 
	5.5. Applicable Authorized Representative and Exercise of Remedies
	 	 	17	 
	5.6. Code and Other Remedies
	 	 	17	 
	5.7. Registration Rights
	 	 	18	 
	5.8. Deficiency
	 	 	19	 
	 
	 	 	 	 
	SECTION 6. THE COLLATERAL AGENT
	 	 	19	 
	 
	 	 	 	 
	6.1. Collateral Agent’s Appointment as Attorney-in-Fact, etc.
	 	 	19	 
	6.2. Duty of Collateral Agent
	 	 	21	 
	6.3. Execution of Financing Statements
	 	 	22	 
	6.4. Authority of Collateral Agent
	 	 	23	 
	6.5. Protections of Collateral Agent
	 	 	23	 






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	 	 	Page
	SECTION 7. MISCELLANEOUS
	 	 	25	 
	 
	 	 	 	 
	7.1. Amendments in Writing
	 	 	25	 
	7.2. Notices
	 	 	25	 
	7.3. No Waiver by Course of Conduct; Cumulative Remedies
	 	 	25	 
	7.4. Waivers
	 	 	25	 
	7.5. Enforcement Expenses; Indemnification
	 	 	25	 
	7.6. FCC Compliance
	 	 	26	 
	7.7. Successors and Assigns
	 	 	28	 
	7.8. Set-Off
	 	 	28	 
	7.9. Counterparts
	 	 	28	 
	7.10. Severability
	 	 	28	 
	7.11. Section Headings
	 	 	28	 
	7.12. Integration
	 	 	28	 
	7.13. GOVERNING LAW
	 	 	29	 
	7.14. Submission To Jurisdiction; Waivers
	 	 	29	 
	7.15. Acknowledgements
	 	 	29	 
	7.16. Additional Grantors
	 	 	30	 
	7.17. Releases
	 	 	30	 
	7.18. WAIVER OF JURY TRIAL
	 	 	30	 
	7.19. Other Pari Passu Lien Obligations
	 	 	31	 
	 
	 	 	 	 
	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	Schedule l Notice Addresses
	 	 	 	 
	Schedule 2 Pledged Stock
	 	 	 	 
	Schedule 3 Perfection Matters
	 	 	 	 
	Schedule 4 Jurisdictions of Organization and Chief Executive Offices
	 	 	 	 
	Schedule 5 Intellectual Property
	 	 	 	 
	 
	 	 	 	 
	ANNEXES
	 	 	 	 
	 
	 	 	 	 
	Annex I      Assumption Agreement
	 	 	 	 
	Annex II     Other Pari Passu Lien Secured Party Consent
	 	 	 	 






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          COLLATERAL AGREEMENT, dated as of November 24, 2009, among CLEARWIRE COMMUNICATIONS LLC (the
“Company”), CLEARWIRE FINANCE, INC. (“Finance Co” and together with the Company,
the “Issuers”), all of the other Subsidiaries of the Issuers listed on Annex A hereto or
that become a party hereto pursuant to Section 7.16 hereof (each such subsidiary being a
“Guarantor” and, the Guarantors, Finance Co and the Company are referred to collectively as
the “Grantors”), and Wilmington Trust FSB, as collateral agent (the “Collateral
Agent”), pursuant to an indenture, dated as of November 24, 2009 (as amended, supplemented or
otherwise modified from time to time, the “Indenture”) among the Issuers, each Guarantor,
and Wilmington Trust FSB, as trustee (the “Trustee”) on behalf of the holders of the Notes
(as defined below) (the “Holders”). Capitalized terms used but not defined herein shall
have the meanings assigned to them in the Indenture, unless the context otherwise requires.




W I T N E S S E T H:




          WHEREAS, pursuant to the Indenture, the Company has issued, or will issue $1,600 million
principal amount of 12% senior secured notes due 2015 (together with the Rollover Notes and any
Additional Notes issued pursuant to the Indenture, the “Notes”) upon the terms and subject
to the conditions set forth therein;




          WHEREAS, pursuant to the Indenture each Guarantor party thereto has unconditionally and
irrevocably guaranteed, as primary obligor and not merely as surety, to the Trustee, for the
benefit of the Secured Parties, the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of the Obligations;




          WHEREAS, the Trustee has been appointed to serve as Collateral Agent under the Indenture and,
in such capacity, to enter into this Agreement;




          WHEREAS, following the date hereof, if not prohibited by the Indenture, the Grantors may incur
Other Pari Passu Lien Obligations which are secured equally and ratably with the Grantors’
obligations in respect of the Notes in accordance with Section 7.19 of this Agreement;




          WHEREAS, each Grantor will derive substantial direct and indirect benefits from the execution,
delivery and performance of the obligations under the Indenture, the Notes and any Other Pari Passu
Lien Obligations and each is, therefore, willing to enter into this Agreement;




          WHEREAS, this Agreement is made by the Grantors in favor of the Collateral Agent for the
benefit of the Secured Parties to secure the payment and performance in full when due of the
Obligations;




          WHEREAS, each Grantor is a Domestic Subsidiary of the Company; and




          NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent to enter
into the Indenture and induce the Holders to purchase the Notes, each of the Grantors hereby agree
with the Collateral Agent, for the benefit of the Secured Parties, as follows:














 








          SECTION 1. DEFINED TERMS




          1.1. Definitions.




          (a) Unless otherwise defined herein, terms defined in the Indenture and used herein shall have
the meanings given to them in the Indenture, and the following terms are used herein as defined in
the New York UCC: Accounts, Certificated Security, Chattel Paper, Documents, Equipment, Farm
Products, General Intangibles, Goods, Instruments, Inventory, Letter-of-Credit Rights, Payment
Intangibles and Supporting Obligations.




          (b) The following terms shall have the following meanings:





     “Agreement”: this Collateral Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.




     “Applicable Authorized Representative”: the collateral agent (or other
authorized representative) representing the series of Indebtedness secured hereby with the
greatest outstanding aggregate principal amount, it being understood that all Notes issued
under the Indenture shall be considered a single series of Indebtedness.




     “Authorized Representative”: any duly authorized representative of any holder
of Other Pari Passu Lien Obligations under any Other Pari Passu Lien Agreement designated as
“Authorized Representative” for such holder in an Other Pari Passu Lien Secured Party
Consent delivered to the Collateral Agent.




     “Collateral”: as defined in Section 2.2.




     “Collateral Account”: any collateral account established by the Collateral
Agent as provided in Section 5.3.




     “Copyrights”: (i) all copyrights arising under the laws of the United States,
any other country or any political subdivision thereof, whether registered or unregistered
and whether published or unpublished, all registrations and recordings thereof, and all
applications in connection therewith, including, without limitation, all registrations,
recordings and applications in the United States Copyright Office listed in Schedule 5, and
(ii) the right to obtain all renewals thereof.




     “Copyright Licenses”: any written agreement naming any Grantor as licensor or
licensee (including, without limitation, those agreements listed in Schedule 5),
granting any right under any Copyright, including, without limitation, the grant of rights
to distribute and reproduce materials derived from any Copyright.




     “Deposit Account”: as defined in the Uniform Commercial Code of any applicable
jurisdiction and, in any event, including, without limitation, any demand, time, savings,
passbook or like account maintained with a depositary institution.



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     “Discharge of Obligations”: shall mean both (i) in the case of the Indenture,
the discharge or defeasance of the Indenture in accordance with Sections 401, 1302 and 1303
thereof and (ii) in the case of each Other Pari Passu Lien Agreement, the repayment of the
Other Pari Passu Lien Obligations under such agreement or such other event which entitles
the Grantors to obtain a release of the Liens securing such Other Pari Passu Lien
Obligations under the Security Documents.




     “Excluded Assets”: (A) any application for registration of a Trademark filed
in the United States Patent and Trademark Office on an intent-to-use basis to the extent
that the grant of a security interest in any such Trademark application would adversely
affect the validity or enforceability or result in cancellation of such Trademark
application, provided, however, that such Trademark applications shall be considered
Collateral upon the filing of a Statement of Use or an Amendment to Allege Use has been
filed and accepted in the United States Patent and Trademark Office, (B) real property
(other than any goods that are fixtures), (C) any contract, Copyright License, Patent
License or Trademark License, in each case to the extent the grant by the relevant Grantor
of a security interest pursuant to this Agreement in such Grantor’s right, title and
interest in such property (i) is prohibited by any contract, agreement, instrument,
indenture existing on the Issue Date (or in the case of assets acquired after the Issue
Date, existing at the time of acquisition to the extent such prohibition was not imposed in
contemplation of such acquisition) or Requirement of Law of any Governmental Authority
governing such property, (ii) would give any other party to such contract, agreement,
instrument or indenture the right to terminate its obligations thereunder, or (iii) is
permitted only with the consent of another party (including, without limitation, consent of
any Governmental Authority), if such consent has not been obtained; (D) any FCC Licenses or
Spectrum Leases to the extent the grant by the relevant Grantor of a security interest
therein pursuant to this Agreement is prohibited by the Communications Act of 1934, as
amended, and the rules, regulations, and policies promulgated thereunder by the Federal
Communications Commission, including (a) restrictions on granting security interests in FCC
License Rights, as discussed more fully in Section 7.6, and (b) requirement of the prior
approval of the FCC, as discussed more fully in Section 7.6; provided, that none of the
following property shall be Excluded Assets: (1) any Receivable or any money or other
amounts due or to become due under any such contract, agreement, instrument or indenture set
out in the foregoing clauses (C) (i) through (iii) and (D) and (2) in the case of the
exclusions set forth in clause (D), any rights incident or appurtenant to the FCC Licenses
and Spectrum Leases, any proceeds of FCC Licenses or Spectrum Leases, and the right to
receive all monies, consideration and proceeds derived from or in connection with the sale,
assignment, transfer, or other disposition of the FCC Licenses or Spectrum Leases, and the
right to exercise rights and actions against the lessor, licensor or other party to the
Spectrum Lease; (E) property subject to Liens existing on the Issue Date (after giving
effect to the issuance of Notes and the use of proceeds therefrom as described in the
offering memorandum dated November 18, 2009 and other than Liens securing the Obligations
under the Indenture) or Liens permitted under clause (6) of the definition of “Permitted
Liens” in the Indenture to the extent any agreement governing purchase money Liens or
Capital Lease Obligations with respect to such property contains a negative pledge clause
that
prohibits a grant by the relevant Grantor of a security interest for the benefit of the




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Secured Parties pursuant to this Agreement in such Grantor’s right, title and interest in
such property; (F) Vehicles; (G) Capital Stock and assets of Unrestricted Subsidiaries and
of any Foreign Subsidiaries, (H) Capital Stock of joint ventures if the pledge of such stock
would cause a breach or default or require a consent that has not been obtained, in each
case under the terms of any agreement as in effect on the Issue Date (or in the case of
joint ventures entered into after the Issue Date, in effect at the time of Investment in
such joint venture to the extent the relevant prohibition was not imposed in contemplation
of avoiding the Liens in favor of noteholders) of such joint venture and (J) cash provided
by any Federal Grant Program and any assets (other than Spectrum Assets) acquired solely
with such cash, in each case to the extent such funds and assets are prohibited from being
pledged or otherwise encumbered pursuant to the rules and regulations of such Federal Grant
Program.




     “Final Date” shall mean the date upon which there has been a Discharge of
Obligations with respect to the Indenture and each Other Pari Passu Lien Agreement.




     “Foreign Subsidiary Voting Stock”: the voting Capital Stock of any Foreign
Subsidiary.




     “Governmental Authority”: any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality, regulatory body,
court, central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative functions of government, any securities exchange and any
self-regulatory organization (including the National Association of Insurance
Commissioners).




     “Intellectual Property”: the collective reference to all rights, priorities
and privileges relating to intellectual property, whether arising under United States,
multinational or foreign laws or otherwise, including, without limitation, the Copyrights,
the Patents, and the Trademarks, and all rights to sue at law or in equity for any
infringement or other impairment thereof, including the right to receive all proceeds and
damages therefrom.




     “Investment Property”: the collective reference to (i) all “investment
property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than
any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock”) and
(ii) whether or not constituting “investment property” as so defined, all Pledged Stock.




     “Material Adverse Effect”: a material adverse effect on (a) the business,
properties, operations or condition (financial or otherwise) of the Company and its
Subsidiaries taken as a whole, (b) the validity or enforceability of this Agreement or any
of the other material Note Document or the material rights or remedies of the Collateral
Agent or the Secured Parties hereunder or thereunder or (c) the ability of the Grantors,
taken as a whole, to perform the obligations under the Note Documents.




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



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     “Notes Obligations” shall mean the collective reference to (i) all obligations,
liabilities and indebtedness (including, without limitation, principal, premium, interest
(including, without limitation, all interest that accrues after the commencement of any
case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or
similar proceeding of any Grantor at the rate provided for in the respective documentation,
whether or not such claim for post-petition interest is allowed in any such proceeding))
owing to the Collateral Agent, the Trustee and the Holders under the Notes, the Indenture
and the other Note Documents and the due performance and compliance by the Grantors with all
of the terms, conditions and agreements contained in the Notes, the Indenture and the other
Note Documents; (ii) any and all sums advanced by the Collateral Agent at its sole
discretion in accordance with the Indenture or any of the other Note Documents in order to
preserve the Collateral or preserve its security interest in the Collateral; (iii) in the
event of any proceedings for the collection or enforcement of any indebtedness, obligations,
or liabilities of the Grantors referred to in clause (i) above, the reasonable expenses of
retaking, holding, preparing for sale or lease, selling or otherwise disposing of or
realizing on the Collateral, or of any exercise by the Collateral Agent of its rights
hereunder, together with reasonable attorneys’ fees and court costs.




     “Obligations”: the collective reference to the Notes Obligations and the Other
Pari Passu Lien Obligations.




     “Other Pari Passu Lien Agreement”: shall mean any indenture, credit agreement
or other agreement, if any, pursuant to which any Grantor has or will incur Other Pari Passu
Lien Obligations; provided that, in each case, the Indebtedness thereunder has been
designated as Other Pari Passu Lien Obligations pursuant to and in accordance with Section
7.19.




     “Other Pari Passu Lien Secured Party Consent” shall mean a consent in the form
of Annex II to this Agreement executed by the Authorized Representative of any holders of
Other Pari Passu Lien Obligations pursuant to Section 7.19.




     “Patents”: (i) all letters patent of the United States, any other country or
any political subdivision thereof, and all reissues and extensions thereof, including,
without limitation, any letters patent of the United States listed in Schedule 5,
(ii) all applications for letters patent of the United States or any other country and all
divisions, continuations and continuations-in-part thereof, including, without limitation,
any applications for letters patent of the United States listed in Schedule 5, and
(iii) all rights to obtain any reissues or extensions of the foregoing.




     “Patent License”: all written agreements providing for the grant by or to any
Grantor of any right to manufacture, use or sell any invention covered in whole or in part
by a Patent, including, without limitation, any of the foregoing referred to in Schedule
5.




     “Pledged Stock”: the shares of Capital Stock listed on Schedule 2,
together with any other shares, stock certificates, options or rights of any nature
whatsoever in respect of the Capital Stock of any Person (other than Excluded Assets) that
may be issued or
granted to, or held by, any Grantor while this Agreement is in effect; provided
that



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Pledged Stock shall not include the Capital Stock of (i) Unrestricted subsidiaries,
(ii) any Foreign Subsidiary, (iii) Finance Co and (iv) joint ventures if the pledge of such
Capital Stock would cause a breach or default or require a consent that has not been
obtained, in each case under the terms of any agreement as in effect on the Issue Date (or
in the case of joint ventures entered into after the Issue Date, in effect at the time of
Investment in such joint venture to the extent the relevant prohibition was not imposed in
contemplation of avoiding the Liens in favor of the Holders of Notes) of such joint venture.




     “Pledged Stock Issuers”: the collective reference to each issuer of any
Pledged Stock.




     “Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of
the Uniform Commercial Code in effect in the State of New York on the date hereof and, in
any event, including, without limitation, all dividends or other income from the Investment
Property, collections thereon or distributions or payments with respect thereto.




     “Receivable”: any right to payment for goods sold or leased or for services
rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and
whether or not it has been earned by performance (including, without limitation, any
Account).




     “Required Secured Parties” shall mean the holders of a majority in an aggregate
outstanding principal amount of (i) the Notes, subject in all cases to Section 902 of the
Indenture, and (ii) any Indebtedness constituting Other Pari Passu Lien Obligations, in each
case, excluding for all purposes of this definition any holder of such debt whose vote is
required to be disregarded under the Indenture or the applicable Other Pari Passu Lien
Agreement.




     “Secured Parties”: shall mean (i) the Holders; (ii) the Trustee, (iii) the
Collateral Agent, (iv) the holders of any Other Pari Passu Lien Obligation, (v) any
Authorized Representative; (vi) the beneficiaries of each indemnification obligation
undertaken by the Issuers or the Guarantors under any Note Document and (vii) any
successors, indorsees, transferees and assigns of each of the foregoing.




     “Securities Act”: the Securities Act of 1933, as amended.




     “Trademarks”: (i) all trademarks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, service marks, logos and other
source or business identifiers, and all goodwill associated therewith, all registrations and
recordings thereof, and all applications in connection therewith, whether in the United
States Patent and Trademark Office or in any similar office or agency of the United States,
any State thereof or any other country or any political subdivision thereof, or otherwise,
and all common-law rights related thereto, including, without limitation, any registrations
and applications in respect of the foregoing in the United States Patent and Trademark
Office listed in Schedule 5, and (ii) the right to obtain all renewals thereof.



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     “Trademark License”: any written agreement providing for the grant by or to
any Grantor of any right to use any Trademark, including, without limitation, any of the
foregoing agreements listed in Schedule 5.




     “Vehicles”: all cars, trucks, trailers, construction and earth moving
equipment and other vehicles covered by a certificate of title law of any state and, in any
event including, without limitation, all tires and other appurtenances to any of the
foregoing.




     1.2. Other Definitional Provisions.



          (a) The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any particular provision
of this Agreement, and Section and Schedule references are to this Agreement unless otherwise
specified.




          (b) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




          (c) Where the context requires, terms relating to the Collateral or any part thereof, when
used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part
thereof.




          SECTION 2. GRANT OF SECURITY INTEREST




          Each Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the
Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of such
Grantor’s right, title and interest in the following property now owned or at any time hereafter
acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire
any right, title or interest (collectively, the “Collateral”), as collateral security for
the prompt and complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of such Grantor’s Obligations:





	 	(a)	 	all Accounts;
	 
	 	(b)	 	all Chattel Paper;
	 
	 	(c)	 	all Deposit Accounts;
	 
	 	(d)	 	all Documents;
	 
	 	(e)	 	all Equipment;
	 
	 	(f)	 	all General Intangibles;
	 
	 	(g)	 	all Instruments;
	 
	 	(h)	 	all Intellectual Property;




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	 	(i)	 	all Inventory;
	 
	 	(j)	 	all Investment Property;
	 
	 	(k)	 	all Letter-of-Credit Rights;
	 
	 	(l)	 	all Goods;
	 
	 	(m)	 	all FCC License Rights;
	 
	 	(n)	 	all books and records pertaining to the Collateral;






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


provided, that the Collateral shall not include the Excluded Assets.




          Notwithstanding anything herein to the contrary, no Grantor shall be required to take any
actions to perfect the security interest in any Collateral granted hereunder, other than (i) the
filings of the financing statements (but not “fixture filings,” as such term is defined in the UCC)
in the jurisdiction of organization of such Grantor and (ii) filings with the United States Patent
and Trademark Office and United States Copyright Office.




          SECTION 3. REPRESENTATIONS AND WARRANTIES




          To induce the Collateral Agent to enter into the Indenture and to induce the Holders to
purchase the Notes, each Grantor hereby represents and warrants to the Collateral Agent and each
Secured Party that:




          3.1. Title; No Other Liens. Except for the security interest granted to the Collateral
Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Liens
permitted to exist on the Collateral by the Indenture and each Other Pari Passu Lien Agreement,
such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of
others. For the avoidance of doubt, it is understood and agreed that any Grantor may, as part of
its business, grant licenses to third parties to use Intellectual Property owned, in-licensed or
developed by a Grantor to the extent permitted by the Indenture. For purposes of this Agreement
and the other Note Documents, any licenses resulting from such licensing activity, and any existing
licenses granted in the ordinary course, shall not constitute a “Lien” on such Intellectual
Property. Each of the Collateral Agent and each other Secured Party understands that any such
licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit
the ability of the Collateral Agent to utilize, sell, lease, license, assign or transfer the
related Intellectual Property or otherwise realize value from such Intellectual Property pursuant
hereto.




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          3.2. Perfected First Priority Liens. The security interests granted pursuant to this
Agreement (a) upon completion of the filings and other actions specified on Schedule 3
(which, in the case of all filings and other documents referred to on said Schedule, have been
delivered to the Collateral Agent in completed and duly executed form) within the time periods
prescribed under applicable law, will constitute valid perfected security interests (to the extent
such matter is governed by laws of the United States or a jurisdiction therein) in all of the
Collateral (to the extent that a security interest therein may be perfected by the filing of
Uniform Commercial Code financing statements and such other filings specified on Schedule
3) in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral
security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against
all creditors of such Grantor and any Persons purporting to purchase any Collateral from such
Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof
except to the extent otherwise permitted by the Indenture and each Other Pari Passu Lien Agreement;
except that additional filings may be required to grant a valid perfected first priority
security interest in any Intellectual Property acquired after the date hereof.




          3.3. Jurisdiction of Organization; Chief Executive Office. On the date hereof, such
Grantor’s jurisdiction of organization, identification number from the jurisdiction of organization
(if any), and the location of such Grantor’s chief executive office or sole place of business or
principal residence, as the case may be, are specified on Schedule 4. Such Grantor has
furnished to the Collateral Agent a certified charter, certificate of incorporation or other
organization document and long-form good standing certificate as of a date which is recent to the
date hereof.




          3.4. Investment Property.




          (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued
and outstanding shares of all classes of the Capital Stock of each Pledged Stock Issuer owned by
such Grantor and such shares are uncertificated.




          (b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid
and nonassessable.




          (c) Such Grantor is the record and beneficial owner of, and has good and marketable title to,
the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of,
or claims of, any other Person, except the security interest created by this Agreement.




          3.5. Intellectual Property.




          (a) Schedule 5 lists all issuances, registrations and applications in respect of
Intellectual Property owned by such Grantor in its own name on the date hereof.




          (b) On the date hereof, all Intellectual Property owned by such Grantor listed on Schedule
5 (i) is subsisting, unexpired and has not been abandoned and, to the knowledge of such
Grantor, is valid and enforceable, and (ii) to the knowledge of such Grantor, does not




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 infringe any Intellectual Property rights of any other Person, except as could not reasonably be
expected to have a Material Adverse Effect.




          (c) Except as set forth in Schedule 5, on the date hereof, none of the Intellectual
Property listed on Schedule 5, is the subject of any Copyright License, Trademark License
or Patent License pursuant to which such Grantor is the licensor.




          SECTION 4. COVENANTS




          Each Grantor covenants and agrees with the Collateral Agent and the Secured Parties that, from
and after the date of this Agreement until the Obligations shall have been paid in full and the
Commitments terminated (other than contingent indemnity obligations not due and payable):




          4.1. Covenants in Indenture. In the case of each Grantor, such Grantor shall take, or
shall refrain from taking, as the case may be, each action that is necessary to be taken or not
taken, as the case may be, so that no Default or Event of Default is caused by the failure to take
such action or to refrain from taking such action by such Grantor or any of its Subsidiaries.




          4.2. Maintenance of Insurance.




          (a) Such Grantor will maintain insurance policies in accordance with the Indenture.




          (b) The Issuers shall deliver to the Collateral Agent a report of a reputable insurance broker
with respect to such insurance substantially concurrently with the delivery by the Company to the
Collateral Agent of its audited financial statements for each fiscal year.




          4.3. Maintenance of Perfected Security Interest; Further Documentation.




          (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected
security interest having at least the priority described in Section 3.3, to the extent required
herein, and shall defend such security interest against the claims and demands of all Persons
whomsoever, subject to the rights of such Grantor under the Indenture and/or the Note Documents to
dispose of the Collateral and permitted Liens under the Indenture.




          (b) Such Grantor will furnish to the Collateral Agent from time to time statements and
schedules further identifying and describing the assets and property of such Grantor as the
Collateral Agent may reasonably request, all in reasonable detail.




          (c) At any time and from time to time, upon the written request of the Collateral Agent, and
at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and
have recorded, such further instruments and documents and take such further actions as the
Collateral Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted; provided that other
than as required pursuant to Section 1018 of the Indenture in no event shall any Grantor be
required to perfect any Lien by means other than the making of filings, registrations or




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recordings required for perfection under the laws of the United States or any jurisdiction
thereof, to the extent required by the terms hereof. In furtherance of the foregoing, no Grantor
shall be required to deliver share certificates or to enter into control agreements.




          (d) Promptly following the acquisition by an Issuer or any Subsidiary Guarantor of any
After-Acquired Property constituting Collateral under this Agreement, such Issuer or such
Subsidiary Guarantor shall take all necessary action so that the security interest in such
Collateral is perfected to the extent required by this Agreement and the other Security Documents.




          4.4. Changes in Name, etc.




          (a) No Spectrum Entity that is a Domestic Subsidiary shall change its jurisdiction of
formation to any jurisdiction outside the United States.




          (b) The Issuers will furnish to the Collateral Agent, with respect to any Grantor, promptly
(and in any event within 30 days of such change) written notice of any change in such Person’s (i)
legal name, (ii) jurisdiction of organization or formation, (iii) identity or corporate structure
or (iv) organizational identification number. The Grantors will agree not to effect or permit any
change referred to in the preceding sentence unless all filings have been made under the Uniform
Commercial Code or otherwise that are required hereunder or under the other Security Documents in
order for the Collateral Agent to be made subject to the Lien of the Collateral Agent hereunder or
under the other Security Documents in the manner and to the extent required by the Indenture or any
of the Security Documents and shall take all necessary action so that such Lien is perfected with
the same priority as immediately prior to such change to the extent required by the Security
Documents. The Issuers also agree promptly to notify the Collateral Agent if any material portion
of the Collateral is damaged, destroyed or condemned.




          (c) Each year, within 120 days after the end of the preceding fiscal year, the Issuers shall
deliver to the Trustee a certificate of a financial officer setting forth the information required
pursuant to the schedules required by the Security Documents or confirming that there has been no
change in such information since the date of the prior annual financial statements.




          4.5. Notices. Each Grantor will advise the Collateral Agent and the Secured Parties
promptly, in reasonable detail, of:





     (a) any Lien (other than security interests created hereby or Liens permitted under the
Indenture and each Other Pari Passu Lien Agreement) on any of the Collateral which would
adversely affect the ability of the Collateral Agent to exercise any of its remedies
hereunder; and




     (b) the occurrence of any other event which could reasonably be expected to have a
material adverse effect on the aggregate value of the Collateral or on the security
interests created hereby, including priority of such security interest as applicable.



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          4.6. Investment Property.




          (a) After the occurrence and during the continuation of an Event of Default, upon Collateral
Agent’s written request, any sums paid upon or in respect of the Investment Property upon the
liquidation or dissolution of any Pledged Stock Issuer shall be paid over to the Collateral Agent
to be held by it hereunder as additional collateral security for the Obligations, and in case any
distribution of capital shall be made on or in respect of the Investment Property, or any property
shall be distributed upon or with respect to the Investment Property pursuant to the
recapitalization or reclassification of the capital of any Pledged Stock Issuer or pursuant to the
reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected
security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held
by it hereunder as additional collateral security for the Obligations. If any sums of money or
property so paid or distributed in respect of the Investment Property shall be received by such
Grantor, such Grantor shall, until such money or property is paid or delivered to the Collateral
Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of
such Grantor, as additional collateral security for the Obligations. Notwithstanding the
foregoing, the Grantors shall not be required to pay over to the Collateral Agent or deliver to the
Collateral Agent as Collateral (A) any proceeds of any liquidation or dissolution of any Pledged
Stock Issuer, or any distribution of capital or property in respect of any Investment Property, to
the extent that (i) such liquidation, dissolution or distribution, if treated as a Disposition of
the relevant Pledged Stock Issuer, would be permitted by the Indenture and (ii) the proceeds
thereof are applied in accordance with the Indenture or (B) distributions permitted under the
Indenture.




          (b) Such Grantor will not (i) vote to enable, or take any other action to permit, any Pledged
Stock Issuer to issue any stock or other equity securities of any nature or to issue any other
securities convertible into or granting the right to purchase or exchange for any stock or other
equity securities of any nature of any Pledged Stock Issuer, unless such securities that are issued
to such Grantor are delivered to the Collateral Agent, concurrently with the issuance thereof, to
be held by the Collateral Agent as Collateral, (ii) sell, assign, transfer, exchange, or otherwise
dispose of, or grant any option with respect to, the Pledged Stock or Proceeds thereof (except
pursuant to a transaction expressly permitted by the Indenture), (iii) create, incur or permit to
exist any Lien or option in favor of, or any claim of any Person with respect to, any of the
Pledged Stock or Proceeds thereof, or any interest therein, except for the security interests
created by this Agreement or as permitted under the Indenture, (iv) enter into any agreement or
undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell,
assign or transfer any of the Pledged Stock or Proceeds thereof or (v) deliver certificates
representing Pledged Stock to any Person to perfect a Permitted Lien, other than to the Collateral
Agent.




          (c) In the case of each Grantor which is a Pledged Stock Issuer, such Pledged Stock Issuer
agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Stock
issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it
will notify the Collateral Agent promptly in writing of the occurrence of any of the events
described in Section 4.6(a) with respect to the Pledged Stock issued by it and (iii) the terms of
Sections 5.2(c) and 5.6 shall apply to it, mutatis mutandis, with respect to all
actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged
Stock issued by it.




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          (d) In the case of each Grantor which is a Pledged Stock Issuer, such Pledged Stock Issuer
that is a partnership or a limited liability company (i) confirms that none of the terms of any
equity interest issued by it provides that such equity interest is a “security” within the meaning
of Sections 8-102 and 8-103 of the New York UCC (a “Security”), (ii) agrees that it will
take no action to cause or permit any such equity interest to become a Security, (iii) agrees that
it will not issue any certificate representing any such equity interest and (iv) agrees that if,
notwithstanding the foregoing, any such equity interest shall be or become a Security, such Pledged
Stock Issuer (x) will (and the Grantor that holds such equity interest hereby instructs such
Pledged Stock Issuer to) comply with instructions originated by the Collateral Agent without
further consent by such Grantor and (y) hereby covenants and agrees not to deliver any stock
certificates or other instruments representing such Security to any Person other than the
Collateral Agent.




          4.7. Intellectual Property.




          (a) Such Grantor, either itself or through licensees, will (i) as deemed necessary in such
Grantor’s reasonable business judgment, continue to use each material U.S. Trademark in connection
with each and every trademark class of goods applicable to its current line as reflected in its
current catalogs, brochures and price lists in order to maintain such Trademark in full force free
from any claim of abandonment for non-use in the United States, (ii) maintain as in the past the
quality of products and services offered under such material Trademark in the United States, (iii)
use such material Trademark with the appropriate notice of registration and all other notices and
legends required by applicable requirements of law in the United States, (iv) not adopt or use any
new mark or any mark in the United States which is confusingly similar or a colorable imitation of
such Trademark unless such mark shall be considered Collateral and subject to the terms of this
Agreement, and (iv) not (and not permit any licensee or sublicensee thereof to) do any act or
knowingly omit to do any act whereby such material Trademark may become abandoned, invalidated or
impaired in any material respect in the United States other than as set forth in (i) above.




          (b) Such Grantor (either itself or through licensees) will not do any act, or omit to do any
act, whereby any material U.S. issued Patent could reasonably be expected to become forfeited,
abandoned or dedicated to the public, other than through expiration of any statutory term.




          (c) Such Grantor (either itself or through licensees) (i) will not (and will not permit any
licensee or sublicense thereof) do any act or knowingly omit to do any act whereby any material
portion of any of the material U.S. Copyrights may become invalided or otherwise impaired, and (ii)
will not (either itself or through licensees) do any act whereby any material portion of any of the
material U.S. Copyrights may fall into the public domain, other than through expiration of any
statutory term.




          (d) Such Grantor (either itself or through licensees) will not do any act that knowingly uses
any material Intellectual Property to infringe the intellectual property rights of any other Person
in the United States.




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          (e) Such Grantor will notify the Collateral Agent and the Secured Parties immediately if it
knows, or has reason to know, that any application or registration relating to any material
Intellectual Property in the United States may become forfeited, abandoned or dedicated to the
public, or of any adverse determination in the United States other than routine initial refusals to
register that call for a response (including, without limitation, the institution against Grantor
of, or any such determination in, any proceeding in the United States Patent and Trademark Office
or the United States Copyright Office) regarding such Grantor’s ownership of, or the validity of,
any material U.S. Intellectual Property owned by such Grantor or such Grantor’s right to register
the same or to own and maintain the same in the United States.




          (f) Whenever such Grantor, either by itself or through any agent, employee, licensee or
designee, shall file an application for the registration of any Intellectual Property with the
United States Patent and Trademark Office or the United States Copyright Office, such Grantor shall
report such filing to the Collateral Agent as promptly as reasonably practicable after the last day
of the fiscal quarter in which such filing occurs and execute and deliver, and have recorded with
the United States Patent and Trademark Office and United States Copyright Office, as applicable,
any and all agreements, instruments, documents, and papers as are necessary or as the Collateral
Agent may reasonably request to evidence the Collateral Agent’s and the Secured Parties’ security
interest in any Copyright, Patent or Trademark that is the subject of such application.




          (g) Such Grantor will, as deemed necessary in such Grantor’s reasonable business judgment,
take all reasonably necessary steps including, without limitation, in any proceeding before the
United States Patent and Trademark Office and the United States Copyright Office, to maintain and
pursue each application relating to any material Intellectual Property owned by such Grantor (and
to obtain the relevant registration) and to maintain each registration of the material Intellectual
Property owned by such Grantor, including, without limitation, filing of applications for renewal,
affidavits of use and affidavits of incontestability, except as provided in Section 4.7(a)(i).




          (h) In the event that any Grantor knows, or has reason to know, that any material Intellectual
Property owned by such Grantor is being infringed, misappropriated, diluted or otherwise violated
by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem
appropriate in its reasonable business judgment under the circumstances to protect such
Intellectual Property and (ii) if such Intellectual Property is deemed by such Grantor to be of
material economic value, as promptly as reasonably practicable notify the Collateral Agent after it
learns thereof and, if Grantor reasonably deems such action to be appropriate in its reasonable
business judgment under the circumstances, sue for infringement, misappropriation, dilution or
other violation (as the case may be), seek injunctive relief , and recover any and all damages for
such infringement, misappropriation, dilution or other violation or settle such action.




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          SECTION 5. REMEDIAL PROVISIONS




          5.1. Communications with Obligors; Grantors Remain Liable.




          (a) Upon the request of the Collateral Agent at any time after the occurrence and during the
continuance of an Event of Default, each Grantor shall notify obligors on the Receivables that the
Receivables have been assigned to the Collateral Agent for the benefit of the Secured Parties and
that payments in respect thereof shall be made directly to the Collateral Agent.




          (b) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under
each of the Receivables (or any agreement giving rise thereto) to observe and perform all the
conditions and obligations to be observed and performed by it thereunder, all in accordance with
the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any Secured Party
shall have any obligation or liability under any Receivable (or any agreement giving rise thereto)
by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any Secured
Party of any payment relating thereto, nor shall the Collateral Agent or any Secured Party be
obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any
Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to
the nature or the sufficiency of any payment received by it or as to the sufficiency of any
performance by any party thereunder, to present or file any claim, to take any action to enforce
any performance or to collect the payment of any amounts which may have been assigned to it or to
which it may be entitled at any time or times.




          5.2. Pledged Stock.




          (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent
shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its
corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all
cash dividends paid in respect of the Pledged Stock, in each case paid, to the extent permitted in
the Indenture, and to exercise all voting and corporate rights with respect to the Pledged Stock;
provided, however, that no vote shall be cast or corporate right exercised or other
action taken which would result in any violation of any provision of the Indenture, this Agreement
or any other Note Document.




          (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give
notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the
Collateral Agent shall have the right to receive any and all cash dividends, payments or other
Proceeds paid in respect of the Pledged Stock and make application thereof to the Obligations in
the order set forth in Section 5.4, and (ii) any or all of the Pledged Stock shall be registered in
the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may
thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Stock at
any meeting of shareholders of the relevant Pledged Stock Issuer or Pledged Stock Issuers or
otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights,
privileges or options pertaining to such Pledged Stock as if it were the absolute owner thereof
(including, without limitation, the right to exchange at its discretion any and all of the Pledged
Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental




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change in the corporate structure of any Pledged Stock Issuer, or upon the exercise by any Grantor
or the Collateral Agent of any right, privilege or option pertaining to such Pledged Stock, and in
connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any
committee, depositary, transfer agent, registrar or other designated agency upon such terms and
conditions as the Collateral Agent may determine), all without liability except to account for
property actually received by it, but the Collateral Agent shall have no duty to any Grantor or any
other Person to exercise any such right, privilege or option and shall not be responsible for any
failure to do so or delay in so doing.




          (c) Each Grantor hereby authorizes and instructs each Pledged Stock Issuer of any Pledged
Stock pledged by such Grantor hereunder to (i) comply with any instruction received by it from the
Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing
and (y) is otherwise in accordance with the terms of this Agreement, without any other or further
instructions from such Grantor, and each Grantor agrees that each Pledged Stock Issuer shall be
fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any
dividends or other payments with respect to the Pledged Stock directly to the Collateral Agent.




          5.3. Proceeds To Be Turned Over to Collateral Agent. If an Event of Default shall occur
and be continuing and at the election of Collateral Agent, all Proceeds (x) received by any Grantor
in respect of any Collateral and (y) consisting of cash, checks and Instruments, shall be held by
such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds
of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the
Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the
Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be
held in a Collateral Account maintained under its sole dominion and control. All Proceeds while
held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the
Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all
the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
provided that all funds in such Collateral Account shall be promptly released to Grantor
upon the cure or waiver of any such Event of Default.




          5.4. Application of Proceeds.




          (a) At such intervals as may be agreed upon by the Issuers and the Collateral Agent, or, if an
Event of Default shall have occurred and be continuing, at any time at the Collateral Agent’s
election, the Collateral Agent shall apply all or any part of Proceeds constituting Collateral,
whether or not held in any Collateral Account, in payment of the Obligations in the following
order:





     (i) First, to pay incurred and unpaid fees and expenses and indemnities of the
Collateral Agent and the Trustee under the Note Documents;




     (ii) Second, to the extent proceeds remain after the application pursuant to
preceding clause (i), pro rata (based on the respective amounts of Obligations described
in subclauses (x) and (y) below) to (x) the Trustee, based on the amount of Obligations
then outstanding under the Indenture, for application as provided in the Indenture and (y)



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each Authorized Representative, based on the amount of Obligations then outstanding under
the Other Pari Passu Lien Agreement pursuant to which it is acting as such, for application
as provided in such Other Pari Passu Lien Agreement; and




     (iii) Third, any balance of such Proceeds remaining after the Obligations shall
have been paid in full shall be paid over to the Company or to whomsoever may be lawfully
entitled to receive the same.



          If, despite the provisions of this Section 5.4(a)(ii), any Secured Party shall receive any
payment or other recovery in excess of its portion of payments on account of the Obligations to
which it is then entitled in accordance with this Section 5.4(a), such Secured Party shall hold
such payment or recovery in trust for the benefit of all Secured Parties for distribution in
accordance with this Section 5.4(a).




          (b) Each of the Secured Parties acknowledges and agrees that notwithstanding the date, time or
creation of any Liens securing any of the Obligations under this Agreement or the Security
Documents, the Obligations shall be equally and ratably secured by the Liens of this Agreement and
the Security Documents and all Liens securing any of the Obligations (and any proceeds received
from the enforcement of any such Liens) shall be for the equal and ratable benefit of all Secured
Parties and shall be applied as provided in clause (a) above. Each Secured Party, by its
acceptance of the benefits hereunder and of the Security Documents, hereby agrees for the benefit
of the other Secured Parties that, to the extent any additional or substitute collateral for any of
the Obligations is delivered by a Grantor to or for the benefit of any Secured Party, such
collateral shall be subject to the provisions of this clause (b).




          (c) Each of the Secured Parties hereby agrees not to challenge or question in any proceeding
the validity or enforceability of any Security Document (in each case as a whole or any term or
provision contained therein) or the validity of any Lien or financing statement in favor of the
Collateral Agent for the benefit of the Secured Parties as provided in this Agreement and the other
Security Documents, or the relative priority of any such Lien.




          5.5. Applicable Authorized Representative and Exercise of Remedies. The Applicable
Authorized Representative shall direct the Collateral Agent in exercising any right, power,
discretionary duty or other remedy available to the Collateral Agent under this Agreement or any
Security Document and the other Secured Parties shall not have a right to take any actions with
respect to the Collateral. If the Collateral Agent shall not have received appropriate instruction
within 10 days of a request therefor from the Applicable Authorized Representative (or such shorter
period as reasonably may be specified in such notice or as may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from taking such action as it
shall deem to be in the best interests of the Secured Parties and the Collateral Agent shall have
no liability to any Person for such action or inaction.




          5.6. Code and Other Remedies. If an Event of Default shall occur and be continuing, the
Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other
rights and remedies granted to them in this Agreement and in any other instrument or agreement
securing, evidencing or relating to the Obligations, all rights and remedies of a secured party
under the New York UCC or any other applicable law. Without limiting
the generality




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of the
foregoing, the Collateral Agent, without demand of performance or other demand, presentment,
protest, advertisement or notice of any kind (except any notice required by law referred to below)
to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements
and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate
and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign,
give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale
or sales, at any exchange, broker’s board or office of the Collateral Agent or any Secured Parties
or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may
deem commercially reasonable, for cash or on credit or for future delivery without assumption of
any credit risk. The Collateral Agent or any Secured Parties shall have the right upon any such
public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to
purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption
in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees,
at the Collateral Agent’s request, to assemble the Collateral and make it available to the
Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such
Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action
taken by it pursuant to this Section 5.6, after deducting all reasonable costs and expenses of
every kind incurred in connection therewith or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the
Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and
disbursements, to the payment in whole or in part of the Obligations, in the order, and only after
such application and after the payment provided in Section 5.4(a) by the Collateral Agent of any
other amount required by any provision of law, including, without limitation, Section 9-615(a)(3)
of the New York UCC, need the Collateral Agent account for the surplus, if any, to any Grantor. To
the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may
acquire against the Collateral Agent or any Secured Parties arising out of the exercise by them of
any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be
required by law, such notice shall be deemed reasonable and proper if given at least 10 days before
such sale or other disposition or such shorter period as may be otherwise commercially reasonable
and proper.




          5.7. Registration Rights.




          (a) Upon acceleration of obligations pursuant to Section 502 of the Indenture, if the
Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Stock
pursuant to Section 5.5, and if in the opinion of the Collateral Agent it is necessary or advisable
to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of
the Securities Act, the relevant Grantor will cause the Pledged Stock Issuer thereof to (i) execute
and deliver, and cause the directors and officers of such Pledged Stock Issuer to execute and
deliver, all such instruments and documents, and do or cause to be done all such other acts as may
be, in the opinion of the Collateral Agent, necessary or advisable to register the Pledged Stock,
or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its commer
cially reasonable efforts to cause the registration statement relating thereto to become
effective and to remain effective for a period of one year from the date of the first public
offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments
thereto and/or to





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the related prospectus which, in the opinion of counsel to the Collateral Agent,
are necessary or advisable, in order to conform with the requirements of the Securities Act and the
rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor
agrees to use commercially reasonable efforts to cause such Pledged Stock Issuer to make available
to its security holders, as soon as practicable, an earnings statement (which need not be audited)
which will satisfy the provisions of Section II(a) of the Securities Act.




          (b) Each Grantor recognizes that the Collateral Agent may be unable to, or may determine in
its absolute discretion not to, effect a registration of any or all the Pledged Stock, and may
determine to conduct one or more sales thereof to purchasers that would otherwise satisfy the
requirements of the Securities Act (for the purposes of this section, a “Permitted Sale”).
Each Grantor acknowledges and agrees that any such Permitted Sale may result in prices and other
terms less favorable than if such sale were of Pledged Stock registered for public sale under the
provisions of the Securities Act or under applicable state securities laws, and, notwithstanding
such circumstances or any other circumstances, agrees that any such Permitted Sale shall be deemed
to have been made in a commercially reasonable manner regardless of whether the Pledged Stock could
have been registered for public sale under the provisions of the Securi
ties Act or under applicable state securities laws. In no circumstances shall the Collateral
Agent be under any obligation to register Pledged Stock under the provisions of the Securities Act
or under applicable state securities laws, even if such Pledged Stock Issuer would agree to do so.




          (c) Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done
all such other acts as may be necessary to make such sale or sales of all or any portion of the
Pledged Stock pursuant to this Section 5.7 valid and binding and in compliance with any and all
other applicable requirements of law. Each Grantor further agrees that a breach of any of the
covenants contained in this Section 5.7 will cause irreparable injury to the Collateral Agent and
the Secured Parties, that the Collateral Agent and the Secured Parties have no adequate remedy at
law in respect of such breach and, as a consequence, that each and every covenant contained in this
Section 5.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives
and agrees not to assert any defenses against an action for specific performance of such covenants
except for a defense that no Event of Default has occurred under the Indenture.




          5.8. Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay its Obligations and the fees and
disbursements of any attorneys employed by the Collateral Agent or any Secured Parties to collect
such deficiency, subject to Section 1411 of the Indenture.




          SECTION
6. THE COLLATERAL AGENT




          6.1. Collateral Agent’s Appointment as Attorney-in-Fact, etc.




          (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any
officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of such Grantor and in the name of
such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to
take any and all appropriate action and to execute any and all documents and



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instruments which may
be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without
limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power
and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all
of the following:





     (i) in the name of such Grantor or its own name, or otherwise, take possession of and
indorse and collect any checks, drafts, notes, acceptances or other instruments for the
payment of moneys due under any Receivable or with respect to any other Collateral and file
any claim or take any other action or proceeding in any court of law or equity or otherwise
deemed appropriate by the Collateral Agent for the purpose of collecting any and all such
moneys due under any Receivable or with respect to any other Collateral whenever payable;




     (ii) in the case of any Intellectual Property, execute and deliver, and have recorded,
any and all agreements, instruments, documents and papers as the Collateral Agent may
determine to evidence the Collateral Agent’s and the Secured Parties’ security interest in
such Intellectual Property and the goodwill and general intangibles of such Grantor relating
thereto or represented thereby;




     (iii) pay or discharge taxes and Liens levied or placed on or threatened against the
Collateral, effect any repairs or any insurance called for by the terms of this Agreement
and pay all or any part of the premiums therefor and the costs thereof;




     (iv) execute, in connection with any sale provided for in Section 5.5 or 5.6, any
endorsements, assignments or other instruments of conveyance or transfer with respect to the
Collateral; and




     (v) (1) direct any party liable for any payment under any of the Collateral to make
payment of any and all moneys due or to become due thereunder directly to the Collateral
Agent or as the Collateral Agent shall direct; (2) ask or demand for, collect, and receive
payment of and receipt for, any and all moneys, claims and other amounts due or to become
due at any time in respect of or arising out of any Collateral; (3) sign and indorse any
invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts
against debtors, assignments, verifications, notices and other documents in connection with
any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law
or in equity in any court of competent jurisdiction to collect the Collateral or any portion
thereof and to enforce any other right in respect of any Collateral; (5) defend any suit,
action or proceeding brought against such Grantor with respect to any Collateral; (6)
settle, compromise or adjust any such suit, action or proceeding and, in connection
therewith, give such discharges or releases as the Collateral Agent may deem appropriate;
(7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to
which any such Copyright, Patent or Trademark pertains), throughout the world for such term
or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole
discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with
respect to or otherwise deal with any of the Collateral as fully and completely as though
the Collateral Agent were the absolute owner thereof for all purposes, and do, at the
Collateral Agent’s option and such Grantor’s expense, at any



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time, or from time to time, all
acts and things which the Collateral Agent deems necessary to protect, preserve or realize
upon the Collateral and the Collateral Agent’s and the Secured Parties’ security interests
therein and to effect the intent of this Agreement, all as fully and effectively as such
Grantor might do.



          Anything in this Section 6.1(a) to the contrary notwithstanding, the Collateral Agent agrees
that it will not exercise any rights under the power of attorney provided for in this
Section 6.1(a) unless an Event of Default shall have occurred and be continuing.





     (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the
Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or
otherwise cause performance or compliance, with such agreement.




     (c) The reasonable out-of-pocket expenses of the Collateral Agent incurred in connection with
actions undertaken as provided in this Section 6.1 shall be payable by such Grantor to the
Collateral Agent within 10 days of demand or directly out of proceeds from any relevant Collateral,
at the Collateral Agent’s discretion.




     (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done
by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled
with an interest and are irrevocable until this Agreement is terminated and the security interests
created hereby are released.




     (e) Notwithstanding anything to the contrary, upon the occurrence of Discharge of Obligations
with respect to the Indenture, the Required Secured Parties shall be entitled to appoint a
successor Collateral Agent under this Agreement and the other Security Documents.



          6.2. Duty of Collateral Agent.




          (a) The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or
otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar
property for its own account. Neither the Collateral Agent, any Secured Parties nor any of their
respective officers, directors, employees or agents shall be liable for failure to demand, collect
or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation
to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person
or to take any other action whatsoever with regard to the Collateral or any part thereof. The
powers, rights and discretionary duties conferred on the Collateral Agent and the Secured Parties
hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the
Collateral and shall not impose any duty upon the Collateral Agent or any Secured Parties to
exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only
for amounts that they actually receive as a result of the exercise of such powers, and neither they
nor any of their officers, directors, employees or agents shall be responsible to any Grantor for
any act or failure to act hereunder, except for their own (or their officers’, directors’,
employees’ or agents’) bad faith, gross negligence or willful misconduct. In no event shall the
Collateral Agent be liable for any special, exemplary, punitive or consequential damages.




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          (b) To the extent that applicable law imposes duties on the Collateral Agent to exercise
remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it may be
commercially reasonable for the Collateral Agent (i) to fail to incur expenses deemed significant
by the Collateral Agent to prepare Collateral for disposition or otherwise to transform raw
material or work in process into finished goods or other finished products for disposition, (ii) to
fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if
not required by applicable law, to fail to obtain governmental or third party consents for the
collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise
collection remedies against Account Debtors or other Persons obligated on Collateral or to re
move Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies
against Account Debtors and other Persons obligated on Collateral directly or through the use of
collection agencies and other collection specialists, (v) to advertise dispositions of Collateral
through publications or media of general circulation, whether or not the Collateral is of a
specialized nature, (vi) to contact other Persons, whether or not in the same business as such
Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to
hire one or more professional auctioneers to assist in the disposition of Collateral, whether or
not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing
internet sites that provide for the auction of assets of the types included in the Collateral or
that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to
dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties,
such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to
insure the Collateral Agent against risks of loss, collection or disposition of Collateral or to
provide to the Collateral Agent a guaranteed return from the collection or disposition of
Collateral, or (xii) to the extent deemed appropriate by the Collateral Agent, to obtain the
services of other brokers, investment bankers, consultants and other professionals to assist the
Collateral Agent in the collection or disposition of any of the Collateral. Each Grantor
acknowledges that the purpose of this Section 6.2 is to provide non-exhaustive indications of what
actions or omissions by the Collateral Agent may be commercially reasonable in the Collateral
Agent’s exercise of remedies against the Collateral and that other actions or omissions by the
Collateral Agent shall not be deemed commercially unreasonable solely on account of not being
indicated in this Section 6.2. Without limitation upon the foregoing, nothing contained in this
Section 6.2 shall be construed to grant any rights to any Grantor or to impose any duties on the
Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law
in the absence of this Section 6.2.




          6.3. Execution of Financing Statements. Pursuant to any applicable law, each Grantor authorizes the Collateral Agent to file or
record financing statements and other filing or recording documents or instruments with respect to
the Collateral without the signature of such Grantor in such form and in such offices as the
Collateral Agent determines appropriate to perfect the security interests of the Collateral Agent
under this Agreement; provided that such authorization will not impose any such duty on the
Collateral Agent, such duty to remain with each Grantor. Each Grantor
authorizes the Collateral
Agent to use the collateral description “all assets of the Debtor whether now owned or hereinafter
acquired and all proceeds thereof, other than Excluded Assets” or words of similar effect in any
such financing statements. Each Grantor



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hereby ratifies and authorizes the filing by the
Collateral Agent of any financing statement with respect to the Collateral made prior to the date
hereof.




          6.4. Authority of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent
under this Agreement with respect to any action taken by the Collateral Agent or the exercise or
non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right
or remedy provided for herein or resulting or arising out of this Agreement shall, as between the
Collateral Agent and the Secured Parties, be governed by the Indenture and by such other agreements
 with respect thereto as may exist from time to time among them, but, as between the
Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting
as agent for the Secured Parties with full and valid authority so to act or refrain from acting,
and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such
authority.




          6.5. Protections of Collateral Agent.




          (a) For all purposes of this Agreement, the Collateral Agent shall not be deemed to have
notice or knowledge of any Event of Default or matter hereunder unless written notice of such event
is received by the Collateral Agent or an officer of the Collateral Agent responsible for the
administration of this Agreement has actual knowledge thereof.




          (b) Except for action expressly required hereunder (excluding circumstances in which the
Collateral Agent has the ability but not an affirmative duty to act), nothing in this Agreement or
any other Note Document shall be interpreted as giving the Collateral Agent responsibility for or
any duty concerning the validity, perfection, priority or enforceability of any Lien or security
interest in any Collateral or giving the Collateral Agent any obligation to take any action to
procure or maintain such validity, perfection, priority or enforceability.




          (c) Neither the Collateral Agent nor any of its affiliates, directors, officers, agents or
employees shall be liable for any action taken or not taken by it in connection herewith (i) with
the consent or at the request of the Applicable Authorized Representative or (ii) in the absence of
its own gross negligence or willful misconduct. Neither the Collateral Agent nor any of its
affiliates, directors, officers, agents or employees shall be responsible for or have any duty to
ascertain, inquire into or verify (i) any statement, warranty or representation made in connection
with this Agreement; (ii) the performance or observance of any of the covenants or agreements of a
Grantor; (iii) the receipt of items required to be delivered to the Collateral Agent; or (iv) the
validity, effectiveness or genuineness of this Agreement, the other Collateral Documents or any
other instrument or writing furnished in connection herewith. The Collateral Agent shall not incur
any liability solely by acting in reliance upon any notice, consent, certificate, statement, or
other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be
genuine or to be signed by the proper party or parties. The Collateral Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement or any other Note
Document or any other document furnished in connection herewith or therewith in accordance with a
written direction or a request of an the Applicable Authorized Representative.




          (d) Any Person into which the Collateral Agent may be converted or merged, or with which it
may be consolidated, or to which it may sell or transfer its corporate trust assets



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as a whole or
substantially as a whole, or any Person resulting from any such conversion, merger, consolidation,
sale or transfer to which the Collateral Agent is a party, shall (provided it is otherwise
qualified to serve as the Collateral Agent hereunder) be and become a successor Collateral Agent
hereunder and be vested with all of the title to the Collateral and all of the trusts, powers,
discretions, immunities, privileges, estates, properties, rights, duties and obligations as was its
predecessor without the execution or filing of any instrument or any further act,
deed or conveyance on the part of any of the parties hereto or any other Person, anything
herein to the contrary notwithstanding.




          (e) The Collateral Agent shall enjoy all the same rights, protections, indemnities and
immunities granted to the Trustee under the Indenture or other Note Documents in addition to those
contained in this Agreement and any such provisions are made explicitly a part hereof mutatis
mutandis with references to the Trustee therein being deemed to refer to the Collateral Agent
without regard to any Discharge of Obligations relating to the Indenture. In furtherance of the
foregoing (but without limiting the generality thereof), the Grantors hereby agree to pay the fees,
expenses and indemnities of the Collateral Agent on the same terms as the Issuers are obligated to
pay such fees, expenses and indemnities pursuant to Section 1411 of the Indenture so long as this
Agreement remains in effect and without regard to any Discharge of Obligations relating to the
Indenture.




          (f) The Collateral Agent may resign hereunder in accordance with the provisions set forth in
Section 1410(g) of the Indenture.




          (g) The Collateral Agent shall not be deemed to have notice or knowledge of any of the facts,
events, circumstances, or other matters relating to any Other Pari Passu Lien Agreement, nor shall
it have any duty or be liable in any way to monitor, evaluate or verify compliance by any party
thereof with any provisions of such Other Pari Passu Lien Agreement or the accuracy of information
received by the Collateral Agent from the Applicable Authorized Representative. In any matter
relating to the Other Pari Passu Obligations, the Collateral Agent may request and be fully
protected in relying upon the statements, certificates, opinions, reports, notices, requests,
directions, consents, orders, and other documents provided to the Collateral Agent by the
Applicable Authorized Representative without further investigation or verification. The Collateral
Agent shall in no event be liable or responsible for the performance of any obligation or duty
hereunder to the extent it has requested instruction or other information from the Applicable
Authorized Representative that is reasonably necessary to perform such duty hereunder and an
appropriate response to such request has not been received.




          (h) The Collateral Agent shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement at the request or direction of the Applicable Authorized
Representative that is not the Trustee, unless such Applicable Authorized Representative or the
holders of Other Pari Passu Lien Obligations have offered to the Collateral Agent reasonable
security or indemnity satisfactory to it against the costs, expenses, losses and liabilities which
might be incurred by it in compliance with such request or direction.




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          SECTION
7. MISCELLANEOUS




          7.1. Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified except by a written instrument executed by each affected Grantor and the
Collateral Agent in accordance with Article Nine of the Indenture and in accordance with the terms
and conditions of each Other Pari Passu Lien Agreement.




          7.2. Notices. All notices, requests and demands hereunder shall be effected in the manner provided for in
Sections 105 and 106 of the Indenture and if to any Authorized Representative, as set forth in the
applicable Other Pari Passu Secured Party Consent; provided that any such notice, request
or demand to or upon any Grantor shall be addressed to such Grantor at its notice address set forth
on Schedule 1.




          7.3. No Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent nor any Secured Party shall by any act (except by a written
instrument pursuant to Section 7.1), delay, indulgence, omission or otherwise be deemed to have
waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No
failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any
Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege. A waiver by the
Collateral Agent or any Secured Party of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy which the Collateral Agent or such Secured Party
would otherwise have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.




          7.4. Waivers. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages,
and demands against the Collateral Agent or any Secured Party arising out of the repossession,
retention or sale of the Collateral, except such as arise out of the gross negligence of the
Collateral Agent or such Secured Party as finally determined by a court of competent jurisdiction.
To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and
relinquishes the benefit and advantage of, and covenants not to assert against the Collateral Agent
or any Secured Party, any valuation, stay, appraisal, extension, moratorium, redemption or similar
laws and any and all rights or defenses it may have as a surety now or hereafter existing which,
but for this provision, might be applicable to the sale of any Collateral made under the judgment,
order or decree of any court, or privately under the power of sale conferred by this Agreement, or
otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives
presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of
any kind in connection with this Agreement or any Collateral.




          7.5. Enforcement Expenses; Indemnification.




          (a) Each Grantor agrees to pay, indemnify or reimburse each Secured Party and the Collateral
Agent for, all its reasonable, out-of-pocket costs and expenses incurred in collecting against such
Grantor enforcing or preserving any rights under this Agreement, the other



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Note Documents, the
Other Pari Passu Lien Agreements to which such Grantor is a party, including, without limitation, the reasonable, out-of-pocket fees and disbursements of counsel to
each Secured Party and of counsel to the Collateral Agent subject to Section 1411 of the Indenture.




          (b) Each Grantor agrees to pay, indemnify and to save the Collateral Agent and the Secured
Parties harmless from, any and all liabilities with respect to, or resulting from any delay in
paying, any and all stamp, excise, sales or other taxes (if any) which may be payable or determined
to be payable with respect to any of the Collateral or in connection with any of the transactions
contemplated by this Agreement.




          (c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties
harmless from, any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to
the execution, delivery, enforcement, performance and administration of this Agreement to the
extent the Issuers would be required to do so pursuant to Section 1411 of the Indenture.




          (d) The agreements in this Section shall survive (i) any resignation or removal of the
Collateral Agent hereunder or (ii) repayment of the Obligations and all other amounts payable under
the Indenture, Notes, the other Note Documents and the Other Pari Passu Lien Agreements.




          7.6. FCC Compliance. Notwithstanding anything to the contrary contained herein:





     (a) The Collateral includes all rights of each Grantor under or relating to FCC License
Rights and the proceeds thereof, provided that such security interest does not
include at any time any FCC License Rights to the extent (but only to the extent) that at
such time the Collateral Agent may not validly possess a security interest therein pursuant
to the Communications Act of 1934, as amended, the regulations promulgated thereunder or any
other applicable law, regulation, or policy, as in effect at such time, but such security
interest does include, to the maximum extent permitted by law, all rights incident or
appurtenant to the FCC License Rights and the right to receive all proceeds derived from or
in connection with the sale, assignment or transfer of the FCC License Rights;




     (b) At any time after the occurrence and during the continuance of an Event of Default,
to the extent permitted by the FCC, each Grantor shall take all lawful action that the
Collateral Agent may reasonably request in the exercise of its rights and remedies
hereunder, which include the right to require the Grantor to transfer or assign the Pledged
Stock, FCC Licenses and Spectrum Leases held by it or any of its Subsidiaries to any party
or parties to facilitate an arm’s-length public or private sale for the benefit of the
Collateral Agent. In furtherance of this right, the Grantor shall (i) cooperate fully with
the Collateral Agent in obtaining all approvals and consents from the FCC and each other
Governmental Authority and from any third parties that the Collateral Agent may deem
necessary or advisable to accomplish any such transfer or assignment of the Pledged Stock or
such FCC Licenses and Spectrum Leases, and (ii) prepare, execute and file with the FCC and
any other Governmental Authority any application, request for consent,



-26-









 






 certificate or instrument that the Collateral Agent may deem necessary or advisable to
accomplish any such transfer or assignment of the Pledged Stock and such FCC Licenses and
Spectrum Leases. If the Grantor fails to execute such applications, requests for consent,
certificates or instruments, the clerk of any court that has jurisdiction over the Note
Documents and/or Other Pari Passu Lien Agreements may, upon an ex parte request by the
Collateral Agent, execute and file the same on behalf of the Grantor for purposes of placing
such request before the FCC, to the extent permitted by the FCC;




     (c) No action shall be taken with respect to the Collateral unless and until all
applicable requirements (if any) of the FCC under the Communications Act of 1934, as
amended, and the respective rules and regulations thereunder have been satisfied with
respect to such action and there have been obtained such consents, approvals and
authorizations (if any) as may be required to be obtained from the FCC;




     (d) Following an Event of Default all ownership interest in the FCC License Rights and
other Collateral will remain with the relevant Grantor unless and until the prior consent
(if required) of the FCC pursuant to 47 U.S.C. § 310(d) shall have been obtained;




     (e) The creation of any Lien, and the exercise of any remedy, with respect to any FCC
License Rights shall be consistent with the rules and regulations administered by the FCC;




     (f) Each Secured Party, by acceptance of the benefits hereof, acknowledges that: (i)
the Liens hereunder and ability to foreclose thereon will be limited by the need to comply
with applicable law; (ii) it is not entitled to exercise any rights with respect to the
Collateral if such action would constitute or result in any assignment of an FCC License
Right or any change of control (whether as a matter of law or fact) of the holder of any FCC
License Right unless the prior approval (if required) of the FCC is first obtained; (iii) no
Grantor can assure the Collateral Agent and the Secured Parties that any such required FCC
approval can be obtained on a timely basis or at all; (iv) the requirement to obtain prior
FCC approval may limit the number of potential bidders for certain Collateral in any
foreclosure and may delay any sale, either of which events may have an adverse effect on the
sale price of the Collateral; and (v) therefore, the practical value of realizing on the
Collateral may, without the appropriate FCC consents, be limited; and




     (g) Each Grantor acknowledges that the approval of the FCC, each other appropriate
Governmental Authority and each lessor, licensor or other party to any Spectrum Lease to the
assignment of the FCC Licenses or the transfer of control of the Grantor whose stock is
pledged hereunder is integral to the Collateral Agent’s realization of the value of the
Collateral, including the FCC Licenses and the Spectrum Leases, that there is no adequate
remedy at law for failure by the Grantor to comply with the provisions of this Section 7.6
and that such failure could not be adequately compensable in damages. Therefore, the
Grantor agrees that the provisions of this Section 7.6 may be specifically enforced, without
any requirement to post bond (such rights being fully waived by Grantor) and without regard
to the adequacy of any remedies available at law (the defense of the adequacy of remedies at
law being fully waived by Grantor) and that



-27-









 







the Collateral Agent may seek to obtain approvals and consents with respect to any
Spectrum Lease directly from the lessor, licensor or other party to any Spectrum Lease.



          7.7. Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall
inure to the benefit of the Collateral Agent and the Secured Parties and their successors and
assigns. In the event that any Guarantor assigns, transfers or delegates any of its rights or
obligations under this Agreement as permitted by the Indenture and each Other Pari Passu Lien
Agreement, it shall provide prior written notice to the Collateral Agent.




          7.8. Set-Off. Each Grantor hereby irrevocably authorizes the Collateral Agent and each Secured Party at
any time and from time to time when an Event of Default shall have occurred and be continuing, to
set-off and appropriate and apply any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at
any time held or owing by the Collateral Agent or such Secured Party to or for the credit or the
account of such Grantor, or any part thereof in such amounts as the Collateral Agent or such
Secured Party may elect, against and on account of the obligations and liabilities of such Grantor
to the Collateral Agent or such Secured Party hereunder and claims of every nature and description
of the Collateral Agent or such Secured Party against such Grantor, in any currency, whether
arising hereunder, under the Indenture, the Notes, any other Note Document, any Other Pari Passu
Lien Agreement or otherwise, as the Collateral Agent or such Secured Party may elect, whether or
not the Collateral Agent or any Secured Party has made any demand for payment and although such
obligations, liabilities and claims may be contingent or unmatured. The Collateral Agent and each
Secured Party shall notify such Grantor promptly of any such set-off and the application made by
the Collateral Agent or such Secured Party of the proceeds thereof, provided that the
failure to give such notice shall not affect the validity of such set-off and application. The
rights of the Collateral Agent and each Secured Party under this Section are in addition to other
rights and remedies (including, without limitation, other rights of set-off) which the Collateral
Agent or such Secured Party may have.




          7.9. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts (including by telecopy), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.




          7.10. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.




          7.11. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are
not to affect the construction hereof or be taken into consideration in the interpretation hereof.




          7.12. Integration. This Agreement, the other Note Documents and the Other Pari Passu Lien Agreements represent
the agreement of the Grantors, the Collateral Agent and the



-28-









 






Secured Parties with respect to the
subject matter hereof and thereof, and there are no promises, undertakings, representations or
warranties by the Collateral Agent or any Secured Party relative to subject matter hereof and
thereof not expressly set forth or referred to herein or in the other Note Documents or in the
Other Pari Passu Lien Agreements.




          7.13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK.




          7.14. Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:





     (a) submits for itself and its property in any legal action or proceeding relating to
this Agreement and the other Note Documents to which it is a party and any Other Pari Passu
Lien Obligations, or for recognition and enforcement of any judgment in respect thereof, to
the exclusive general jurisdiction of the Courts of the State of New York, the courts of the
United States of America for the Southern District of New York, and appellate courts from
any thereof;




     (b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same and any other rights to
jurisdiction to which it may be entitled as a result of its domicile or otherwise;




     (c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to such Grantor at its address referred to in Section 7.2 or at such
other address of which the Collateral Agent shall have been notified pursuant thereto;




     (d) agrees that nothing herein shall affect the right to effect service of process in
any other manner permitted by law or shall limit the right to sue in any other jurisdiction;
and




     (e) waives, to the maximum extent not prohibited by law, any right it may have to claim
or recover in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages.



          7.15. Acknowledgements. Each Grantor hereby acknowledges that:





     (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Note Documents or the Other Pari Passu Lien Agreements to which it
is a party;




     (b) neither the Collateral Agent nor any other Secured Party has any fiduciary
relationship with or duty to any Grantor arising out of or in connection with this
Agreement,



-29-









 







any of the other Note Documents or the Other Pari Passu Lien Agreements and the
relationship between the Grantors, on the one hand, and the Collateral Agent and the other
Secured Parties, on the other hand, in connection herewith or therewith is solely that of
debtor and creditor; and




     (c) no joint venture is created hereby, by the other Note Documents or by the Other
Pari Passu Lien Agreements or otherwise exists by virtue of the transactions contemplated
hereby among the Secured Parties or among the Grantors and the Secured Parties.



          7.16. Additional Grantors. Each Subsidiary of the Company that is required to become a party to this Agreement
pursuant to Section 1024 of the Indenture and/or the equivalent provision of any Other Pari Passu
Lien Agreement shall become a Grantor, for all purposes of this Agreement upon execution and
delivery by such Subsidiary of an Assumption Agreement in the form of Annex I hereto.




          7.17. Releases.




          (a) This Agreement and the other Security Documents shall remain in full force and effect and
be binding in accordance with and to the extent of its terms upon each Grantor and the successors
and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured
Parties and their respective successors, indorsees, transferees and assigns until the Final Date.
This Agreement, the Liens granted hereunder and all other security interests granted hereby shall
terminate in full on the Final Date.




          (b) Liens on the Collateral securing Note Obligations will be released as provided in the
Indenture.




          (c) Liens on Collateral securing the Other Pari Passu Lien Obligations under any Other Pari
Passu Lien Agreement will automatically and without the need for any further
action by any Person be released in whole or in part, as provided in such Other Pari Passu
Lien Agreement.




          (d) In connection with any termination or release pursuant to paragraphs (a), (b) or (c), the
Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents
that such Grantor shall reasonably request to evidence such termination or release upon delivery of
a certificate to the Collateral Agent that all conditions precedent to such release have been
satisfied. Any execution and delivery of documents pursuant to this Section 7.17 shall be without
recourse to or warranty by the Collateral Agent.




          7.18. WAIVER OF JURY TRIAL. EACH GRANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, EACH AGENT AND EACH LENDER, HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.




-30-









 








          7.19. Other Pari Passu Lien Obligations. On or after the date hereof and so long as expressly permitted by the Indenture and any
Other Pari Passu Lien Agreement then outstanding, the Company may from time to time designate
Indebtedness at the time of incurrence to be secured on a pari passu basis with the Note
Obligations as Other Pari Passu Lien Obligations hereunder by delivering to the Collateral Agent
and each Authorized Representative (a) a certificate signed by an Authorized Officer of the Company
(i) identifying the obligations so designated and the initial aggregate principal amount or face
amount thereof, (ii) stating that such obligations are designated as Other Pari Passu Lien
Obligations for purposes hereof, (iii) representing that such designation of such obligations as
Other Pari Passu Lien Obligations complies with the terms of the Indenture and any Other Pari Passu
Lien Agreement then outstanding; (iv) specifying the name and address of the Authorized
Representative for such obligations and (v) attaching an executed copy of the Other Pari Passu Lien
Agreement and (b) a fully executed Other Pari Passu Lien Secured Party Consent. Each Authorized
Representative agrees that upon the satisfaction of all conditions set forth in the preceding
sentence, the Collateral Agent shall act as agent under and subject to the terms of the Note
Documents for the benefit of all Secured Parties, including without limitation, any Secured Parties
that hold any such Other Pari Passu Lien Obligations, and each Authorized Representative agrees to
the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the
holders of such Other Pari Passu Lien Obligations as set forth in each Other Pari Passu Lien
Secured Party Consent.




-31-









 





          IN WITNESS WHEREOF, each of the undersigned has caused this Collateral Agreement to be duly
executed and delivered as of the date first above written.




	 	 	 	 	 
	 	CLEARWIRE COMMUNICATIONS LLC,

 	 
	 	      By:  	/s/ Hope
F. Cochran                  
 	 
	 	 	Name:  	Hope F. Cochran 	 
	 	 	Title:  	SVP, Finance and Treasurer 	 
	 
	 	CLEARWIRE FINANCE, INC.

 	 
	 	      By:  	/s/ Hope
F. Cochran                  
 	 
	 	 	Name:  	Hope F. Cochran 	 
	 	 	Title:  	SVP, Finance and Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	GUARANTORS:
 	 
	 	CLEARWIRE LEGACY LLC and CLEARWIRE XOHM LLC
 	 
	 	By:  	Clearwire Communications, LLC, as manager
 	 
	 	 	 	 
	 	By:  	                                              /s/ Hope F. Cochran                                             
 	 
	 	 	Name:  	Hope F. Cochran 	 
	 	 	Title:  	SVP, Finance and Treasurer 	 
	 
	 	CLEAR WIRELESS, LLC and CLEARWIRE
SPECTRUM HOLDINGS III LLC

 	 
	 	By:  	Clearwire Communications, LLC, as member
 	 
	 	 	 
	 	By:  	                                              /s/ Hope F. Cochran                                             
 	 
	 	 	Name:  	Hope F. Cochran 	 
	 	 	Title:  	SVP, Finance and Treasurer 	 
	 
	 	CLEAR GLOBAL SERVICES LLC, and CLEARWIRE PAC LLC

 	 
	 	By:  	Clearwire Wireless LLC, as member
 	 
	 	 	 
	 	By:  	                                              /s/ Hope F. Cochran                                             
 	 
	 	 	Name:  	Hope F. Cochran 	 
	 	 	Title:  	SVP, Finance and Treasurer 	 
	 




-2-









 





	 	 	 	 	 
	 	CLEARWIRE US LLC, BILLING LEGACY LLC,

 CLEARWIRE
TELECOMMUNICATIONS, LLC,

 CLEARMEDIA, LLC, FIXED
WIRELESS

 HOLDINGS, LLC, CLEARWIRE SPECTRUM

 HOLDINGS
II LLC and CLEARWIRE

 SPECTRUM HOLDINGS LLC

 	 
	 	By:  	Clearwire Legacy LLC, as member
 	 
	 	 	 
	 	By:  	                                              /s/ Erik Prusch                                              
 	 
	 	 	Name:  	Erik Prusch 	 
	 	 	Title:  	Chief Financial Officer	 
	 



	 	 	 	 	 
	 	WINBEAM LLC

 	 
	 	By:  	Clearwire US LLC, as member
 	 
	 	 	 
	 	By:  	                                              /s/ Erik Prusch                                              
 	 
	 	 	Name:  	Erik Prusch 	 
	 	 	Title:  	Chief Financial Officer	 
	 



	 	 	 	 	 
	 	BWC SPECTRUM, LLC and SFT SPECTRUM, LLC

 	 
	 	By:  	Clearwire Spectrum Holdings II LLC, as manager
 	 
	 	 	 	 
	 	By:  	                                              /s/ Erik Prusch                                              
 	 
	 	 	Name:  	Erik Prusch 	 
	 	 	Title:  	Chief Financial Officer	 
	 




-3-









 






CLEAR WIRELESS BROADBAND LLC,

AMERICAN TELECASTING OF MINNESOTA,

LLC, AMERICAN TELECASTING OF

NEBRASKA, LLC, AMERICAN TELECASTING

DEVELOPMENT, LLC, AMERICAN

TELECASTING OF ANCHORAGE, LLC,

AMERICAN TELECASTING OF BEND, LLC,

AMERICAN TELECASTING OF BISMARCK,

LLC, AMERICAN TELECASTING OF

CINCINATTI, LLC, AMERICAN TELECASTING

OF COLORADO SPRINGS, LLC, FRESNO

MMDS ASSOCIATES, LLC, FMA LICENSEE

SUBSIDIARY, LLC, AMERICAN

TELECASTING OF COLUMBUS, LLC,

AMERICAN TELECASTING OF DENVER, LLC,

AMERICAN TELECASTING OF FORT MYERS,

LLC, AMERICAN TELECASTING OF FT.

COLLINS, LLC, AMERICAN TELECASTING OF

GREEN BAY, LLC, AMERICAN TELECASTING

OF JACKSON, LLC, AMERICAN

TELECASTING OF LANSING, LLC,

AMERICAN TELECASTING OF LINCOLN,

LLC, AMERICAN TELECASTING OF LITTLE

ROCK, LLC, AMERICAN TELECASTING OF

LOUISVILLE, LLC, AMERICAN

TELECASTING OF MEDFORD, LLC,

AMERICAN TELECASTING OF MICHIANA,

LLC, AMERICAN TELECASTING OF

MONTEREY, LLC, AMERICAN TELECASTING

OF OKLAHOMA, LLC, AMERICAN

TELECASTING OF PORTLAND, LLC,

AMERICAN TELECASTING OF REDDING,

LLC, AMERICAN TELECASTING OF

SALEM/EUGENE, LLC, AMERICAN

TELECASTING OF SANTA BARBARA, LLC,

AMERICAN TELECASTING OF SEATTLE,

LLC, AMERICAN TELECASTING OF

SHERIDAN, LLC, AMERICAN TELECASTING

OF TOLEDO, LLC, AMERICAN TELECASTING

OF YOUNGSTOWN, LLC, AMERICAN

TELECASTING OF YUBA CITY, LLC, ATI OF

SANTA ROSA, LLC, ATI SUB, LLC, NSAC,

LLC, ALDA GOLD II, LLC, ALDA TUCSON,

LLC, ALDA WIRELESS HOLDINGS, LLC,

PCTV GOLD II, LLC, PCTV OF MILWAUKEE,

LLC, PCTV OF SALT LAKE CITY, LLC, PCTV




-4-









 





	 	 	 	 	 
	 	
SUB, LLC, PEOPLE’S CHOICE TV OF

ALBUQUERQUE, LLC, PEOPLE’S CHOICE TV

OF HOUSTON, LLC, PEOPLE’S CHOICE TV OF

ST. LOUIS, LLC, PEOPLE’S CHOICE TV OF

TUCSON, LLC, PREFERRED

ENTERTAINMENT, LLC, SPEEDCHOICE OF

DETROIT, LLC, SPEEDCHOICE OF PHOENIX,

LLC, WIRELESS CABLE OF INDIANAPOLIS,

LLC, ATL MDS, LLC, BAY AREA

CABLEVISION, LLC, BROADCAST CABLE,

LLC, CHEROKEE WIRELESS OF KNOXVILLE,

LLC, G&S TV LLC, LA MDS, LLC, NY MDS,

LLC, SCC X, LLC, SF MDS, LLC, SPRINT (BAY

AREA), LLC, TDI ACQUISITION SUB, LLC,

TRANSWORLD TELECOM II, LLC, TTI

ACQUISITION, LLC, TWTV SPOKANE, LLC,

VIA/NET, LLC, WAVEPATH SUB, LLC, WBC

NY, LLC, WBS CALIFORNIA, LLC, WBS

IDAHO, LLC, WBS MONTANA, LLC, WBS OF

AMERICA, LLC, WBS OF FT. PIERCE, LLC,

WBS OF MELBOURNE, LLC, WBS OREGON,

LLC, WBS OF SACRAMENTO, LLC, WBS

WASHINGTON, LLC, WBS OF WEST PALM,

LLC, WBSB LICENSING, LLC, WBSCB

LICENSING, LLC, WBSE LICENSING, LLC,

WBSFP LICENSING, LLC, WBSH LICENSING,

LLC, WBSK LICENSING, LLC, WBSM

LICENSING, LLC, WBSR LICENSING, LLC,

WBSS LICENSING, LLC, WBSWP LICENSING,

LLC, WBSY LICENSING, LLC, WCOF, LLC,

WHI SD, LLC, WHI SUB, LLC, WIRELESS

BROADBAND SERVICES OF AMERICA, LLC,

WIRELESS BROADCASTING SYSTEMS OF

KNOXVILLE, LLC and KENNEWICK

LICENSING, LLC


 	 
	 
	 	By:  	Clearwire XOHM LLC, as manager
 	 
	 	 	 
	 	By:  	
/s/ Hope F. Cochran                                            
 	 
	 	 	Name:  	Hope F. Cochran 	 
	 	 	Title:  	SVP, Finance and Treasurer 	 
	 




-5-









 







	 	 	 	 	 
	 	PUERTO RICO BROADBAND LLC

 	 
	 	By:  	Clear Partner Holdings LLC, as manager
 	 
	 	 	 
	 	By:  	                                              /s/ John Bunce                    
 	 
	 	 	Name:  	John Bunce 	 
	 	 	Title:  	President 	 
	 
	 	DETROIT BROADBAND LLC

 	 
	 	By:  	Clear Partner Holdings LLC, as manager
 	 
	 	 	 
	 	By:  	                                              /s/ John Bunce                    
 	 
	 	 	Name:  	John Bunce 	 
	 	 	Title:  	President 	 
	 
	 	CLEAR PARTNER HOLDINGS LLC

 	 
	 	By:  	Clear Wireless LLC, as member	 
	 	 	 
	 	By:  	/s/
Hope F. Cochran                                               
 	 
	 	 	Name:  	Hope F. Cochran	 
	 	 	Title:  	SVP, Finance and Treasurer	 
	 




-6-









 





	 	 	 	 	 
	 	WILMINGTON TRUST FSB

as Collateral Agent

 	 
	 	By:  	/s/ Jane Schweiger
 	 
	 	 	Name:  	Jane Schweiger 	 
	 	 	Title:  	Vice President 	 
	 




-7-









 





Schedule 1




NOTICE ADDRESSES OF GRANTORS




For all Grantors:



Grantor

c/o Clearwire Communications LLC

4400 Carillon Point

Kirkland, WA 98033

Attention: Hope Cochran

Facsimile: (425) 216-7776



With a copy to:



Grantor

c/o Clearwire Communications LLC

4400 Carillon Point

Kirkland, WA 98033

Attention: Legal Department

Facsimile: (425) 216-7776]



Kirkland & Ellis, LLP

601 Lexington Avenue

New York, NY 10022

Attn: Joshua N. Korff

Facsimile: 212-446-6460





 









 








Schedule 2




DESCRIPTION OF PLEDGED STOCK




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Stock	 	 	 	 
	Pledged Stock Issuer	 	Class of Stock	 	 	Certificate No.	 	 	No. of Shares
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 





Schedule 3




FILINGS AND OTHER ACTIONS




REQUIRED TO PERFECT SECURITY INTERESTS




Uniform Commercial Code Filings




	 	 	 	 	 
	Grantor	 	Filing Office	 
	 
	 	 	 	 





Copyright, Patent and Trademark Filings




	 	 	 	 	 
	Grantor	 	Filing Office	 
	 
	 	 	 	 





 









 





Schedule 4




JURISDICTION OF ORGANIZATION, IDENTIFICATION NUMBER

AND LOCATION OF CHIEF EXECUTIVE OFFICE




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Location of	 
	 	 	 	 	Jurisdiction of	 	 	Identification	 	 	Chief Executive	 
	Grantor	 	 	Organization	 	 	Number	 	 	Office	 





 









 





Schedule 5




COPYRIGHTS




None.




-2-









 





PATENTS



All owned by the Company except as noted in the “Status” column.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	 	App.#	 	 	Patent No.	 	 	Title	 	 	Status	 





-3-









 





TRADEMARKS




All owned by Company and Finance Co.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	APPLICATION	 	 	FILING DATE OR	 	 	 	 
	 	 	 	 	 	 	 	 	NUMBER OR	 	 	EFFECTIVE	 	 	 	 
	 	 	 	 	 	 	 	 	REGISTRATION	 	 	DATE OF	 	 	 	 
	TRADEMARK	 	 	COUNTRY	 	 	NUMBER	 	 	REGISTRATION	 	 	STATUS	 





-4-









 





Annex I to

Collateral Agreement




          ASSUMPTION AGREEMENT, dated as of                , 200_, made by
                   (the “Additional Grantor”), in favor of Wilmington Trust FSB, as
Collateral Agent (in such capacity, the “Collateral Agent”) on behalf of itself and the
other Secured Parties. All capitalized terms not defined herein shall have the meaning ascribed to
them in such Collateral Agreement.




W I T N E S S E T H :




          WHEREAS, Clearwire Communications LLC (the “Company”) and Clearwire Finance, Inc.
(“Finance Co” and, together with the Company the “Issuers”) and Wilmington Trust
FSB (the “Trustee”) have entered into an Indenture, dated as of November 24, 2009 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”);




          WHEREAS, in connection with the Indenture, the Company and certain of its Affiliates (other
than the Additional Grantor) have entered into the Collateral Agreement, dated as of November 24,
2009 (as amended, supplemented or otherwise modified from time to time, the “Collateral
Agreement”) in favor of Wilmington Trust FSB, as collateral agent (in such capacity, the
“Collateral Agent”) for the benefit of the Secured Parties;




          WHEREAS, the Indenture and/or other Pari Passu Lien Agreement requires the Additional Grantor
to become a party to the Collateral Agreement; and




          WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in
order to become a party to the Collateral Agreement;




          NOW, THEREFORE, IT IS AGREED:




          1. Collateral Agreement. By executing and delivering this Assumption Agreement, the
Additional Grantor, as provided in Section 7.16 of the Collateral Agreement, hereby becomes a party
to the Collateral Agreement as a Grantor thereunder with the same force and effect as if originally
named therein as a Grantor and, without limiting the generality of the foregoing, hereby
(i) expressly assumes all obligations and liabilities of a Grantor thereunder and (ii) grants to
the Collateral Agent for the benefit of the Secured Parties a security interest in all of its
Collateral as security for the Obligations. The information set forth in Annex A hereto is hereby
added to the information set forth in the Schedules to the Collateral Agreement. The Additional
Grantor hereby represents and warrants that each of the representations and warranties contained in
Section 3 of the Collateral Agreement is true and correct in all material respects (unless such
representations and warranties already have a materiality qualifier) on and as the date hereof
(after giving effect to this Assumption Agreement) as if made on and as of such date.




          2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.





 









 








          IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed
and delivered as of the date first above written.




	 	 	 	 	 
	 	[ADDITIONAL GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-2-









 








Annex A to

Assumption Agreement




Supplement to Schedule 1




NOTICE ADDRESSES OF GRANTORS




[Clearwire — Collateral Agreement]




 









 





Supplement to Schedule 2




DESCRIPTION OF PLEDGED STOCK




-2-









 





Supplement to Schedule 3




FILINGS AND OTHER ACTIONS




REQUIRED TO PERFECT SECURITY INTERESTS




-3-









 





Supplement to Schedule 4




JURISDICTION OF ORGANIZATION, IDENTIFICATION NUMBER

AND LOCATION OF CHIEF EXECUTIVE OFFICE




-4-









 





Supplement to Schedule 5




COPYRIGHTS




PATENTS




TRADEMARKS





-5-









 





Annex II to

Collateral Agreement




[Form of]




OTHER PARI PASSU LIEN SECURED PARTY CONSENT




[Name of Other Pari Passu Lien Secured Party]

[Address of Other Pari Passu Lien Secured Party]




[Date]




          The undersigned is the Authorized Representative for Persons wishing to become Secured Parties
(the “New Secured Parties”) under the Collateral Agreement dated as of November 24, 2009
(the “Collateral Agreement” (terms used without definition herein have the meanings
assigned to such term by the Collateral Agreement)) among CLEARWIRE COMMUNICATIONS LLC (the
“Company”), CLEARWIRE FINANCE, INC. (“Finance Co” and together with the Company,
the “Issuers”), the Grantors party thereto and Wilmington Trust FSB, as Collateral Agent
(the “Collateral Agent”).




          In consideration of the foregoing, the undersigned hereby:





     (i) represents that the Authorized Representative has been duly authorized by the New
Secured Parties to become a party to the Collateral Agreement on behalf of the New Secured
Parties under that [DESCRIBE OPERATIVE AGREEMENT] (the “New Secured Obligation”) and
to act as the Authorized Representative for the New Secured Parties;




     (ii) acknowledges that the New Secured Parties have received a copy of the Collateral
Agreement;




     (iii) appoints and authorizes the Collateral Agent to take such action as agent on its
behalf and on behalf of all other Secured Parties and to exercise such powers under the
Collateral Agreement as are delegated to the Collateral Agent by the terms thereof, together
with all such powers as are reasonably incidental thereto;



 









 






     (iv) agrees to serve as Authorized Representative for the New Secured Parties with
respect to the New Secured Obligations and agrees on its own behalf and on behalf of the New
Secured Parties to be bound by the terms of the Collateral Agreement applicable to holders
of Other Pari Passu Lien Obligations, with all the rights and obligations of a Secured Party
thereunder and bound by all the provisions thereof and agrees that its address for receiving
notices pursuant to the Collateral Agreement and the other Security Documents shall be as
follows:




     [Address]




     The Collateral Agent, by acknowledging and agreeing to this Other Pari Passu Lien
Secured Party Consent, accepts the appointment set forth in clause (iii) above.



          THIS OTHER PARI PASSU LIEN SECURED PARTY CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.





-2-









 








          IN WITNESS WHEREOF, the undersigned has caused this Other Pari Passu Lien Secured Party
Consent to be duly executed by its authorized officer as of the
___ day of 20___.




	 	 	 	 	 
	 	[NAME OF AUTHORIZED REPRESENTATIVE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Acknowledged and Agreed

WILMINGTON TRUST, FSB,

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CLEARWIRE COMMUNICATIONS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CLEARWIRE FINANCE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Any other Grantor obligated under Other Pari Passu Obligations]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-3-