Unassociated Document


    EXECUTION
      COPY

     

    PLEDGE
      AND SECURITY AGREEMENT

     

    dated
      as of August 15, 2007

     

    between

     

    EACH
      OF THE GRANTORS PARTY HERETO

     

    and
      

     

    GOLDMAN
      SACHS CREDIT PARTNERS L.P.,

     

    as
      Collateral Agent


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    

      
        	 	 	 	
                PAGE

              
	 	 	 	 
	
                SECTION
                  1.

              	
                DEFINITIONS;
                  GRANT OF SECURITY.

              	
                1

              
	 	
                1.1

              	 	
                General
                  Definitions

              	
                1

              
	 	
                1.2

              	 	
                Definitions;
                  Interpretation

              	
                6

              
	 	 	 
	
                SECTION
                  2.

              	
                GRANT
                  OF SECURITY.

              	
                7

              
	 	
                2.1

              	 	
                Grant
                  of Security

              	
                7

              
	 	
                2.2

              	 	
                Certain
                  Limited Exclusions

              	
                8

              
	 	 	 
	
                SECTION
                  3.

              	
                SECURITY
                  FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

              	
                8

              
	 	
                3.1

              	 	
                Security
                  for Obligations

              	
                8

              
	 	
                3.2

              	 	
                Continuing
                  Liability Under Collateral

              	
                9

              
	 	 	 
	
                SECTION
                  4.

              	
                CERTAIN
                  PERFECTION REQUIREMENTS

              	
                9

              
	 	
                4.1

              	 	
                Delivery
                  Requirements

              	
                9

              
	 	
                4.2

              	 	
                Control
                  Requirements

              	
                10

              
	 	
                4.3

              	 	
                Intellectual
                  Property Recording Requirements

              	
                11

              
	 	
                4.4

              	 	
                Other
                  Actions

              	
                11

              
	 	
                4.5

              	 	
                Timing
                  and Notice

              	
                12

              
	 	 	 
	
                SECTION
                  5.

              	
                REPRESENTATIONS
                  AND WARRANTIES.

              	
                12

              
	 	
                5.1

              	 	
                Grantor
                  Information & Status

              	
                12

              
	 	
                5.2

              	 	
                Collateral
                  Identification, Special Collateral

              	
                13

              
	 	
                5.3

              	 	
                Ownership
                  of Collateral and Absence of Other Liens

              	
                13

              
	 	
                5.4

              	 	
                Status
                  of Security Interest.

              	
                14

              
	 	
                5.5

              	 	
                Goods
                  & Receivables

              	
                14

              
	 	
                5.6

              	 	
                Pledged
                  Equity Interests, Investment Related Property

              	
                15

              
	 	
                5.7

              	 	
                Intellectual
                  Property

              	
                16

              
	 	 	 
	
                SECTION
                  6.

              	
                COVENANTS
                  AND AGREEMENTS.

              	
                17

              
	 	
                6.1

              	 	
                Grantor
                  Information & Status

              	
                17

              
	 	
                6.2

              	 	
                Collateral
                  Identification; Special Collateral

              	
                17

              
	 	
                6.3

              	 	
                Ownership
                  of Collateral and Absence of Other Liens

              	
                18

              
	 	
                6.4

              	 	
                Status
                  of Security Interest

              	
                18

              
	 	
                6.5

              	 	
                Goods
                  & Receivables

              	
                18

              
	 	
                6.6

              	 	
                Pledged
                  Equity Interests, Investment Related Property

              	
                20

              
	 	
                6.7

              	 	
                Intellectual
                  Property

              	
                22

              
	 	
                6.8

              	 	
                Miscellaneous

              	
                23

              
	 	 	 
	
                SECTION
                  7.

              	
                ACCESS;
                  RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL
                  GRANTORS.

              	
                23

              
	 	
                7.1

              	 	
                Access;
                  Right of Inspection

              	
                23

              
	 	
                7.2

              	 	
                Further
                  Assurances

              	
                23

              
	 	
                7.3

              	 	
                Additional
                  Grantors

              	
                25

              
	 	 	 
	
                SECTION 8.    

              	
                COLLATERAL
                  AGENT APPOINTED ATTORNEY-IN-FACT.

              	
                25

              
	 	
                8.1

              	 	
                Power
                  of Attorney

              	
                25

              
	 	
                8.2

              	 	
                No
                  Duty on the Part of Collateral Agent or Secured Parties

              	
                26

              


      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    

      
        	
                SECTION
                  9.

              	
                REMEDIES.

              	
                26

              
	 	
                9.1

              	 	
                Generally

              	
                26

              
	 	
                9.2

              	 	
                Application
                  of Proceeds

              	
                28

              
	 	
                9.3

              	 	
                Sales
                  on Credit

              	
                28

              
	 	
                9.4

              	 	
                Investment
                  Related Property

              	
                28

              
	 	
                9.5

              	 	
                Grant
                  of Intellectual Property License

              	
                29

              
	 	
                9.6

              	 	
                Intellectual
                  Property

              	
                29

              
	 	
                9.7

              	 	
                Cash
                  Proceeds; Deposit Accounts

              	
                30

              
	 	 	 
	
                SECTION
                  10.

              	
                COLLATERAL
                  AGENT.

              	
                31

              
	 	 	 
	
                SECTION
                  11.

              	
                CONTINUING
                  SECURITY INTEREST; TRANSFER OF LOANS.

              	
                32

              
	 	 	 
	
                SECTION
                  12.

              	
                STANDARD
                  OF CARE; COLLATERAL AGENT MAY PERFORM.

              	
                32

              
	 	
                 

              	 
	
                SECTION 13.    

              	
                MISCELLANEOUS.

              	
                33

              
	 	 
	
                SCHEDULE
                  5.1 — GENERAL INFORMATION

              	 
	 	 
	
                SCHEDULE
                  5.2 — COLLATERAL IDENTIFICATION

              	 
	 	 
	
                SCHEDULE
                  5.4 — FINANCING STATEMENTS

              	 
	 	 
	
                SCHEDULE
                  5.5 — LOCATION OF EQUIPMENT AND INVENTORY

              	 
	 	 
	
                EXHIBIT
                  A — PLEDGE SUPPLEMENT

              	 
	 	 
	
                EXHIBIT
                  B — UNCERTIFICATED SECURITIES CONTROL AGREEMENT

              	 
	 	 
	
                EXHIBIT
                  C — SECURITIES ACCOUNT CONTROL AGREEMENT

              	 
	 	 
	
                EXHIBIT
                  D — DEPOSIT ACCOUNT CONTROL AGREEMENT

              	 
	 	 
	
                EXHIBIT
                  E — TRADEMARK SECURITY AGREEMENT

              	 
	 	 
	
                EXHIBIT
                  F — COPYRIGHT SECURITY AGREEMENT

              	 
	 	 
	
                EXHIBIT
                  G — PATENT SECURITY AGREEMENT

              	 


      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    This
      PLEDGE
      AND SECURITY AGREEMENT,
      dated
      as of August 15, 2007 (this “Agreement”),
      between AX HOLDING CORP., a Delaware corporation (“Holdings”),
      AX
      ACQUISITION CORP., a Delaware corporation (and its successor by merger, Aeroflex
      Incorporated, as “Borrower”)
      and
      each of the subsidiaries of Holdings or the Borrower party hereto from time
      to
      time, whether as an original signatory hereto or as an Additional Grantor (as
      herein defined) (each, a “Grantor”),
      and
      GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent for the Secured Parties
      (as herein defined) (in such capacity as collateral agent, together with its
      successors and permitted assigns, the “Collateral
      Agent”).
      

     

    RECITALS:

     

    WHEREAS,
      reference is made to that certain Credit and Guaranty Agreement, dated as of
      the
      date hereof (as it may be amended, restated, supplemented or otherwise modified
      from time to time, the “Credit
      Agreement”),
      by and
      among Borrower, Holdings, certain Subsidiaries of Borrower, as Guarantors,
      the
      lenders party thereto from time to time (the “Lenders”),
      and
      Goldman Sachs Credit Partners L.P., as Administrative Agent, Collateral Agent,
      Sole Lead Arranger, Sole Bookrunner and Syndication Agent;

     

    WHEREAS,
      subject
      to the terms and conditions of the Credit Agreement, certain Grantors may enter
      into one or more Hedge Agreements with one or more Lender
      Counterparties;

     

    WHEREAS,
      in
      consideration of the extensions of credit and other accommodations of Lenders
      and Lender Counterparties as set forth in the Credit Agreement and the Hedge
      Agreements, respectively, each Grantor has agreed to secure such Grantor’s
      obligations under the Credit Documents and the Hedge Agreements as set forth
      herein; and

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the agreements, provisions and covenants
      herein contained, each Grantor and the Collateral Agent agree as
      follows:

     

    SECTION
      1. DEFINITIONS;
      GRANT OF SECURITY. 

     

    
      
        1.1
          General
          Definitions.
          In this
          Agreement, the following terms shall have the following
          meanings:

      

    

     

    “Additional
      Grantors”
      shall
      have the meaning assigned in Section 7.3.

     

    “Agreement”
      shall
      have the meaning set forth in the preamble.

     

    “Assigned
      Agreements”
      shall
      mean all agreements and contracts to which such Grantor is a party as of the
      date hereof, or to which such Grantor becomes a party after the date hereof,
      including, without limitation, each Material Contract, as each such agreement
      may be amended, supplemented or otherwise modified from time to time in
      accordance with the terms of the Credit Agreement. 

     

    “Borrower”
      shall
      have the meaning set forth in the preamble.

     

    “Cash
      Proceeds”
      shall
      have the meaning assigned in Section 9.7.

     

    “Collateral”
      shall
      have the meaning assigned in Section 2.1.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Collateral
      Account”
      shall
      mean any account established by the Collateral Agent.

     

    “Collateral
      Agent”
      shall
      have the meaning set forth in the preamble.

     

    “Collateral
      Records”
      shall
      mean books, records, ledger cards, files, correspondence, customer lists,
      supplier lists, blueprints, technical specifications, manuals, computer software
      and related documentation, computer printouts, tapes, disks and other electronic
      storage media and related data processing software and similar items that at
      any
      time evidence or contain information relating to any of the Collateral or are
      otherwise necessary or helpful in the collection thereof or realization
      thereupon.

     

    “Collateral
      Support”
      shall
      mean all property (real or personal) assigned, hypothecated or otherwise
      securing any Collateral and shall include any security agreement or other
      agreement granting a lien or security interest in such real or personal
      property.

     

    “Control”
      shall
      mean: (1) with respect to any Deposit Accounts, control within the meaning
      of
      Section 9-104 of the UCC, (2) with respect to any Securities Accounts, Security
      Entitlements, Commodity Contract or Commodity Account, control within the
      meaning of Section 9-106 of the UCC, (3) with respect to any Uncertificated
      Securities, control within the meaning of Section 8-106(c) of the UCC, (4)
      with
      respect to any Certificated Security, control within the meaning of Section
      8-106(a) or (b) of the UCC, (5) with respect to any Electronic Chattel Paper,
      control within the meaning of Section 9-105 of the UCC, (6) with respect to
      Letter of Credit Rights, control within the meaning of Section 9-107 of the
      UCC
      and (7) with respect to any “transferable record”(as that term is defined in
      Section 201 of the Federal Electronic Signatures in Global and National Commerce
      Act or in Section 16 of the Uniform Electronic Transactions Act as in effect
      in
      any relevant jurisdiction), control within the meaning of Section 201 of the
      Federal Electronic Signatures in Global and National Commerce Act or in Section
      16 of the Uniform Electronic Transactions Act as in effect in the jurisdiction
      relevant to such transferable record.

     

    “Controlled
      Foreign Corporation”
      shall
      mean a “controlled foreign corporation” as defined in the Internal Revenue
      Code.

     

    “Copyright
      Licenses”
      shall
      mean any and all agreements, licenses and covenants providing for the granting
      of any right in or to Copyrights or otherwise providing for a covenant not
      to
      sue (whether such Grantor is licensee or licensor thereunder) including, without
      limitation, each agreement referred to in Schedule 5.2(II) under the heading
      “Copyright Licenses” (as such schedule may be amended or supplemented from time
      to time).

     

    “Copyrights”
      shall
      mean all United States and foreign copyrights (including Community designs),
      including but not limited to copyrights in software and all rights in and to
      databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S.
      Copyright Act), whether registered or unregistered, moral rights, reversionary
      interests, termination rights, and, with respect to any and all of the
      foregoing: (i) all registrations and applications therefor including, without
      limitation, the registrations and applications required to be listed in Schedule
      5.2(II) under the heading “Copyrights” (as such schedule may be amended or
      supplemented from time to time), (ii) all extensions and renewals thereof,
      (iii)
      all rights corresponding thereto throughout the world and (iv) all rights to
      sue
      for past, present and future infringements thereof.

     

    “Credit
      Agreement”
      shall
      have the meaning set forth in the recitals.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Credit
      Documents”
      shall
      mean the Credit Documents (as such term is defined in the Credit Agreement)
      and
      the Hedge Agreements.

     

    “Excluded
      Asset”
      shall
      mean any asset of any Grantor excluded from the security interest hereunder
      by
      virtue of Section 2.2 hereof but only to the extent, and for so long as, so
      excluded thereunder.

     

    “Grantors”
      shall
      have the meaning set forth in the preamble.

     

    “Indemnitee”
      shall
      mean the Collateral Agent, and its and its Affiliates’ officers, partners,
      directors, trustees, employees, agents.

     

    “Insurance”
      shall
      mean (i) all insurance policies covering any or all of the Collateral
      (regardless of whether the Collateral Agent is the loss payee thereof) and
      (ii)
      any key man life insurance policies.

     

    “Intellectual
      Property”
      shall
      mean, collectively, the Copyrights, the Copyright Licenses, the Patents, the
      Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets,
      and
      the Trade Secret Licenses.

     

    “Intellectual
      Property Licenses”
      shall
      mean, collectively, the Copyright Licenses, Patent Licenses, Trademark Licenses
      and Trade Secret Licenses.

     

    “Investment
      Accounts”
      shall
      mean the Collateral Account, Securities Accounts, Commodities Accounts and
      Deposit Accounts.

     

    “Investment
      Related Property”
      shall
      mean: (i) all “investment property” (as such term is defined in Article 9 of the
      UCC) and (ii) all of the following (regardless of whether classified as
      investment property under the UCC): all Pledged Equity Interests, Pledged Debt,
      the Investment Accounts and certificates of deposit.

     

    “Lender”
      shall
      have the meaning set forth in the recitals.

     

    “Majority
      Holder”
      shall
      have the meaning set forth in Section 10.

     

    “Material
      Intellectual Property”
      shall
      mean any Intellectual Property included in the Collateral which is material
      to
      the business of any Grantor.

     

    “Non-Assignable
      Contract”
      shall
      mean any agreement, contract or license to which any Grantor is a party that
      purports to restrict or prevent the assignment or granting of a security
      interest therein (either by its terms or by any federal or state statutory
      prohibition or otherwise irrespective of whether such prohibition or restriction
      is enforceable under Section 9-406 through 409 of the UCC).

     

    “Patent
      Licenses”
      shall
      mean all agreements, licenses and covenants providing for the granting of any
      right in or to Patents or otherwise providing for a covenant not to sue (whether
      such Grantor is licensee or licensor thereunder) including, without limitation,
      each agreement referred to in Schedule 5.2(II) under the heading “Patent
      Licenses” (as such schedule may be amended or supplemented from time to
      time).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Patents”
      shall
      mean all United States and foreign patents and certificates of invention, or
      similar industrial property rights, and applications for any of the foregoing,
      including, but not limited to: (i) each patent and patent application required
      to be listed in Schedule 5.2(II) hereto under the heading “Patents” (as such
      schedule may be amended or supplemented from time to time), (ii) all reissues,
      divisions, continuations, continuations-in-part, extensions, renewals, and
      reexaminations thereof, (iii) all rights corresponding thereto throughout the
      world, (iv) all inventions and improvements described therein, (v) all rights
      to
      sue for past, present and future infringements thereof and (vi) all licenses,
      claims, damages, and proceeds of suit arising therefrom.

     

    “Pledged
      Debt”
      shall
      mean all indebtedness for borrowed money owed to such Grantor, whether or not
      evidenced by any Instrument, including, without limitation, all indebtedness
      described on Schedule 5.2(I) under the heading “Pledged Debt” (as such schedule
      may be amended or supplemented from time to time), issued by the obligors named
      therein, the instruments, if any, evidencing any of the foregoing, and all
      interest, cash, instruments and other property or proceeds from time to time
      received, receivable or otherwise distributed in respect of or in exchange
      for
      any or all of the foregoing.

     

    “Pledged
      Equity Interests”
      shall
      mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests
      and
      any other participation or interests in any equity or profits of any business
      entity including, without limitation, any trust.

     

    “Pledged
      LLC Interests”
      shall
      mean all interests in any limited liability company (other than any Inactive
      Subsidiary) and each series thereof including, without limitation, all limited
      liability company interests listed on Schedule 5.2(I) under the heading “Pledged
      LLC Interests” (as such schedule may be amended or supplemented from time to
      time) and the certificates, if any, representing such limited liability company
      interests and any interest of such Grantor on the books and records of such
      limited liability company or on the books and records of any securities
      intermediary pertaining to such interest and all dividends, distributions,
      cash,
      warrants, rights, options, instruments, securities and other property or
      proceeds from time to time received, receivable or otherwise distributed in
      respect of or in exchange for any or all of such limited liability company
      interests.

     

    “Pledged
      Partnership Interests”
      shall
      mean all interests in any general partnership, limited partnership, limited
      liability partnership or other partnership (other than any Inactive Subsidiary)
      including, without limitation, all partnership interests listed on Schedule
      5.2(I) under the heading “Pledged Partnership Interests” (as such schedule may
      be amended or supplemented from time to time) and the certificates, if any,
      representing such partnership interests and any interest of such Grantor on
      the
      books and records of such partnership or on the books and records of any
      securities intermediary pertaining to such interest and all dividends,
      distributions, cash, warrants, rights, options, instruments, securities and
      other property or proceeds from time to time received, receivable or otherwise
      distributed in respect of or in exchange for any or all of such partnership
      interests. 

     

    “Pledged
      Stock”
      shall
      mean all shares of capital stock owned by such Grantor (other than shares of
      capital stock in any Inactive Subsidiary), including, without limitation, all
      shares of capital stock described on Schedule 5.2(I) under the heading “Pledged
      Stock” (as such schedule may be amended or supplemented from time to time), and
      the certificates, if any, representing such shares and any interest of such
      Grantor in the entries on the books of the issuer of such shares or on the
      books
      of any securities intermediary pertaining to such shares, and all dividends,
      distributions, cash, warrants, rights, options, instruments, securities and
      other property or proceeds from time to time received, receivable or otherwise
      distributed in respect of or in exchange for any or all of such shares.



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Pledge
      Supplement”
      shall
      mean an agreement substantially in the form of Exhibit A hereto.

     

    “Receivables”
      shall
      mean all rights to payment, whether or not earned by performance, for goods
      or
      other property sold, leased, licensed, assigned or otherwise disposed of, or
      services rendered or to be rendered, including, without limitation all such
      rights constituting or evidenced by any Account, Chattel Paper, Instrument,
      General Intangible or Investment Related Property, together with all of
      Grantor’s rights, if any, in any goods or other property giving rise to such
      right to payment and all Collateral Support and Supporting Obligations related
      thereto and all Receivables Records.

     

    “Receivables
      Records”
      shall
      mean (i) all original copies of all documents, instruments or other writings
      or
      electronic records or other Records evidencing the Receivables, (ii) all books,
      correspondence, credit or other files, Records, ledger sheets or cards,
      invoices, and other papers relating to Receivables, including, without
      limitation, all tapes, cards, computer tapes, computer discs, computer runs,
      record keeping systems and other papers and documents relating to the
      Receivables, whether in the possession or under the control of Grantor or any
      computer bureau or agent from time to time acting for Grantor or otherwise,
      (iii) all evidences of the filing of financing statements and the registration
      of other instruments in connection therewith, and amendments, supplements or
      other modifications thereto, notices to other creditors, secured parties or
      agents thereof, and certificates, acknowledgments, or other writings, including,
      without limitation, lien search reports, from filing or other registration
      officers, (iv) all credit information, reports and memoranda relating thereto
      and (v) all other written or non-written forms of information related in any
      way
      to the foregoing or any Receivable.

     

    “Secured
      Obligations”
      shall
      have the meaning assigned in Section 3.1.

     

    “Secured
      Parties”
      shall
      mean the Agents, Lenders and the Lender Counterparties and shall include,
      without limitation, all former Agents, Lenders and Lender Counterparties to
      the
      extent that any Obligations owing to such Persons were incurred while such
      Persons were Agents, Lenders or Lender Counterparties and such Obligations
      have
      not been paid or satisfied in full (other than contingent indemnification
      obligations). 

     

    “Securities”
      shall
      mean any stock, shares, partnership interests, voting trust certificates,
      certificates of interest or participation in any profit-sharing agreement or
      arrangement, options, warrants, bonds, debentures, notes, or other evidences
      of
      indebtedness, secured or unsecured, convertible, subordinated or otherwise,
      or
      in general any instruments commonly known as “securities” or any certificates of
      interest, shares or participations in temporary or interim certificates for
      the
      purchase or acquisition of, or any right to subscribe to, purchase or acquire,
      any of the foregoing.

     

    “Trademark
      Licenses”
      shall
      mean any and all agreements, licenses and covenants providing for the granting
      of any right in or to Trademarks or otherwise providing for a covenant not
      to
      sue or permitting co-existence (whether such Grantor is licensee or licensor
      thereunder) including, without limitation, each agreement referred to in
      Schedule 5.2(II) under the heading “Trademark Licenses” (as such schedule may be
      amended or supplemented from time to time).


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Trademarks”
      shall
      mean all United States and foreign trademarks, trade names, corporate names,
      company names, business names, fictitious business names, Internet domain names,
      service marks, certification marks, collective marks, logos, other source or
      business identifiers, designs and general intangibles of a like nature, all
      registrations and applications for any of the foregoing including, but not
      limited to: (i) the registrations and applications referred to in Schedule
      5.2(II) under the heading “Trademarks”(as such schedule may be amended or
      supplemented from time to time), (ii) all extensions or renewals of any of
      the
      foregoing, (iii) all of the goodwill of the business connected with the use
      of
      and symbolized by the foregoing and (iv) the right to sue for past, present
      and
      future infringement or dilution of any of the foregoing or for any injury to
      goodwill.

     

    “Trade
      Secret Licenses”
      shall
      mean any and all agreements providing for the granting of any right in or to
      Trade Secrets (whether such Grantor is licensee or licensor thereunder)
      including, without limitation, each agreement referred to in Schedule 5.2(II)
      under the heading “Trade Secret Licenses” (as such schedule may be amended or
      supplemented from time to time). 

     

    “Trade
      Secrets”
      shall
      mean all trade secrets and all other confidential or proprietary information
      and
      know-how whether or not such Trade Secret has been reduced to a writing or
      other
      tangible form, including all documents and things embodying, incorporating,
      or
      referring in any way to such Trade Secret, including but not limited to, the
      right to sue for past, present and future misappropriation or other violation
      of
      any Trade Secret.

     

    “UCC”
      shall
      mean the Uniform Commercial Code as in effect from time to time in the State
      of
      New York; provided, however, that in the event that, by reason of mandatory
      provisions of law, any or all of the perfection or priority of, or remedies
      with
      respect to, any Collateral is governed by the Uniform Commercial Code as enacted
      and in effect in a jurisdiction other than the State of New York, the term
“UCC”
shall mean the Uniform Commercial Code as enacted and in effect in such other
      jurisdiction solely for purposes of the provisions hereof relating to such
      perfection, priority or remedies. 

     

    “United
      States”
      shall
      mean the United States of America.

     

    
      	 	
              1.2

            	
              Definitions;
                Interpretation.

            


    

     

    (a) In
      this
      Agreement, the following capitalized terms shall have the meaning given to
      them
      in the UCC (and, if defined in more than one Article of the UCC, shall have
      the
      meaning given in Article 9 thereof): Account, Account Debtor, As-Extracted
      Collateral, Bank, Certificated Security, Chattel Paper, Consignee, Consignment,
      Consignor, Commercial Tort Claims, Commodity Account, Commodity Contract,
      Deposit Account, Document, Entitlement Order, Equipment, Electronic Chattel
      Paper, Farm Products, Fixtures, General Intangibles, Goods,
      Health-Care-Insurance Receivable, Instrument, Inventory, Letter of Credit Right,
      Manufactured Home, Money, Payment Intangible, Proceeds, Record, Securities
      Account, Securities Intermediary, Security Certificate, Security Entitlement,
      Supporting Obligations, Tangible Chattel Paper and Uncertificated Security.
      

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (b) All
      other
      capitalized terms used herein (including the preamble and recitals hereto)
      and
      not otherwise defined herein shall have the meanings ascribed thereto in the
      Credit Agreement. The incorporation by reference of terms defined in the Credit
      Agreement shall survive any termination of the Credit Agreement until this
      agreement is terminated as provided in Section 11 hereof. Any of the terms
      defined herein may, unless the context otherwise requires, be used in the
      singular or the plural, depending on the reference. References herein to any
      Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix,
      a
      Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically
      provided. The use herein of the word “include” or “including”, when following
      any general statement, term or matter, shall not be construed to limit such
      statement, term or matter to the specific items or matters set forth immediately
      following such word or to similar items or matters, whether or not non-limiting
      language (such as “without limitation” or “but not limited to” or words of
      similar import) is used with reference thereto, but rather shall be deemed
      to
      refer to all other items or matters that fall within the broadest possible
      scope
      of such general statement, term or matter. The terms lease and license shall
      include sub-lease and sub-license, as applicable. If any conflict or
      inconsistency exists between this Agreement and the Credit Agreement, the Credit
      Agreement shall govern. All references herein to provisions of the UCC shall
      include all successor provisions under any subsequent version or amendment
      to
      any Article of the UCC.

     

    SECTION
      2. GRANT
      OF SECURITY. 

     

    
      
        2.1
          Grant
          of Security. Each
          Grantor hereby grants to the Collateral Agent for the benefit of the Secured
          Parties a security interest in and continuing lien on all of such Grantor’s
          right, title and interest in, to and under all personal property of such
          Grantor, subject to the limitations in Section 2.2, including, but not
          limited
          to the following, in each case whether now owned or existing or hereafter
          acquired, created, invented or arising and wherever located (all of which
          being
          hereinafter collectively referred to as the “Collateral”):

      

    

     

    (a) Accounts;

     

    (b) Chattel
      Paper;

     

    (c) Documents;

     

    (d) General
      Intangibles;

     

    (e) Goods
      (including, without limitation, Inventory and Equipment);

     

    (f) Instruments;

     

    (g) Insurance;

     

    (h) Intellectual
      Property;

     

    
      
        (i)
          Investment
          Related Property (including, without limitation, Deposit
          Accounts);

      

    

     

    (j) Letter
      of
      Credit Rights;

     

    (k) Money;

     

    (l) Receivables
      and Receivable Records;

     

    (m) Commercial
      Tort Claims now or hereafter described on Schedule 5.2;


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (n) to
      the
      extent not otherwise included above, all other personal property of any kind
      and
      all Collateral Records, Collateral Support and Supporting Obligations relating
      to any of the foregoing; and 

     

    (o) to
      the
      extent not otherwise included above, all Proceeds, products, accessions,
      damages, royalties, rents and profits of or in respect of any of the
      foregoing.

     

    
      
        2.2
          Certain
          Limited Exclusions. Notwithstanding
          anything herein to the contrary, in no event shall the Collateral include
          or the
          security interest granted under Section 2.1 hereof attach to (a) any lease,
          license, contract or agreement to which any Grantor is a party, and any
          of its
          rights or interest thereunder, if and to the extent that a security interest
          is
          prohibited by or in violation of (i) any law, rule or regulation applicable
          to
          such Grantor, or (ii) a term, provision or condition of any such lease,
          license,
          contract, property right or agreement (unless such law, rule, regulation,
          term,
          provision or condition would be rendered ineffective with respect to the
          creation of the security interest hereunder pursuant to Sections 9-406,
          9-407,
          9-408 or 9-409 of the UCC (or any successor provision or provisions) of
          any
          relevant jurisdiction or any other applicable law (including the Bankruptcy
          Code) or principles of equity); provided however that the Collateral shall
          include (and such security interest shall attach) immediately at such time
          as
          the contractual or legal prohibition shall no longer be applicable and
          to the
          extent severable, shall attach immediately to any portion of such lease,
          license, contract or agreement not subject to the prohibitions specified
          in (i)
          or (ii) above; provided further that the exclusions referred to in clause
          (a) of
          this Section 2.2 shall not include any Proceeds of any such lease, license,
          contract or agreement; (b) in any of the outstanding capital stock of a
          Controlled Foreign Corporation in excess of 65% of the voting power of
          all
          classes of capital stock of such Controlled Foreign Corporation entitled
          to
          vote; provided that immediately upon the amendment of the Internal Revenue
          Code
          to allow the pledge of a greater percentage of the voting power of capital
          stock
          in a Controlled Foreign Corporation without adverse tax consequences, the
          Collateral shall include, and the security interest granted by each Grantor
          shall attach to, such greater percentage of capital stock of each Controlled
          Foreign Corporation, (c) any United States intent-to-use trademark application
          prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with
          respect thereto under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively,
          or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or
          examined and accepted, respectively, by the United States Patent and Trademark
          Office, provided that, upon such filing and acceptance, such intent-to-use
          applications shall be included in the definition of Collateral, (d) personal
          property and equity interests of joint ventures, (e) motor vehicles and
          (f)
          other assets as may be agreed to by the Administrative Agent from time
          to
          time.

      

    

     

    SECTION
      3. SECURITY
      FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

     

    
      
        3.1
          Security
          for Obligations. This
          Agreement secures, and the Collateral is collateral security for, the prompt
          and
          complete payment or performance in full when due, whether at stated maturity,
          by
          required prepayment, declaration, acceleration, demand or otherwise (including
          the payment of amounts that would become due but for the operation of the
          automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
§362(a) (and any successor provision thereof)), of all Obligations with
          respect
          to every Grantor (the “Secured
          Obligations”).

      

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    
      
        3.2
          Continuing
          Liability Under Collateral. Notwithstanding
          anything herein to the contrary, (i) each Grantor
          shall remain liable for all obligations under the Collateral and nothing
          contained herein is intended or shall be a delegation of duties to the
          Collateral Agent or any Secured Party, (ii) each Grantor shall remain liable
          under each of the agreements included in the Collateral, including, without
          limitation, any agreements relating to Pledged Partnership Interests or
          Pledged
          LLC Interests, to perform all of the obligations undertaken by it thereunder
          all
          in accordance with and pursuant to the terms and provisions thereof and
          neither
          the Collateral Agent nor any Secured Party shall have any obligation or
          liability under any of such agreements by reason of or arising out of this
          Agreement or any other document related thereto nor shall the Collateral
          Agent
          nor any Secured Party have any obligation to make any inquiry as to the
          nature
          or sufficiency of any payment received by it or have any obligation to
          take any
          action to collect or enforce any rights under any agreement included in
          the
          Collateral, including, without limitation, any agreements relating to Pledged
          Partnership Interests or Pledged LLC Interests, and (iii) the exercise
          by the
          Collateral Agent of any of its rights hereunder shall not release any Grantor
          from any of its duties or obligations under the contracts and agreements
          included in the Collateral.

      

    

     

    SECTION
      4. CERTAIN
      PERFECTION REQUIREMENTS

     

    
      	 	
              4.1

            	
              Delivery
                Requirements.

            


    

     

    (a) With
      respect to any Certificated Securities included in the Collateral (other than
      Certificated Securities the issuer of which is an Inactive Subsidiary), each
      Grantor shall deliver to the Collateral Agent the Security Certificates
      evidencing such Certificated Securities duly indorsed by an effective
      indorsement (within the meaning of Section 8-107 of the UCC), or accompanied
      by
      share transfer powers or other instruments of transfer duly endorsed by such
      an
      effective endorsement, in each case, to the Collateral Agent or in blank. In
      addition, each Grantor shall cause any certificates evidencing any Pledged
      Equity Interests, including, without limitation, any Pledged Partnership
      Interests or Pledged LLC Interests, to be similarly delivered to the Collateral
      Agent regardless of whether such Pledged Equity Interests constitute
      Certificated Securities.

     

    (b) With
      respect to any Instruments or Tangible Chattel Paper included in the Collateral,
      each Grantor shall deliver to the Collateral Agent all such Instruments or
      Tangible Chattel Paper to the Collateral Agent duly indorsed in blank; provided,
      however, that such delivery requirement shall not apply to any Instruments
      or
      Tangible Chattel Paper having a face amount of less than $100,000 individually
      or $250,000 in the aggregate.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.2

            	
              Control
                Requirements.

            


    

     

    (a) With
      respect to any Deposit Accounts, Securities Accounts, Security Entitlements,
      Commodity Accounts and Commodity Contracts included in the Collateral, each
      Grantor shall ensure that the Collateral Agent has Control thereof; provided,
      however, that such Control requirement shall not apply to any (i) Deposit
      Accounts that are used specifically and exclusively to fund payroll, payroll
      taxes and other employee wage and benefit payments to or for the benefit of
      a
      Grantor’s employees or (ii) Deposit Accounts, Securities Accounts, Security
      Entitlements, Commodity Accounts and Commodity Contracts with a value of less
      than, or having funds or other assets credited thereto with a value of less
      than, $250,000 individually or $2,000,000 in the aggregate. Except for
      Securities Accounts for which the Collateral Agent is the depository, with
      respect to any Securities Accounts or Securities Entitlements, such Control
      shall be accomplished by the Grantor causing the Securities Intermediary
      maintaining such Securities Account or Security Entitlement to enter into an
      agreement substantially in the form of Exhibit C hereto (or such other agreement
      in form and substance reasonably satisfactory to the Collateral Agent) pursuant
      to which the Securities Intermediary shall agree to comply with the Collateral
      Agent’s Entitlement Orders without further consent by such Grantor. Except for
      Deposit Accounts for which the Collateral Agent is the depository, with respect
      to any Deposit Account, each Grantor shall cause the depositary institution
      maintaining such account to enter into an agreement substantially in the form
      of
      Exhibit D hereto (or such other agreement in form and substance reasonably
      satisfactory to the Collateral Agent), pursuant to which the Bank shall agree
      to
      comply with the Collateral Agent’s instructions with respect to disposition of
      funds in the Deposit Account without further consent by such Grantor. Except
      for
      Commodity Accounts for which the Collateral Agent is the depository, with
      respect to any Commodity Accounts or Commodity Contracts each Grantor shall
      cause Control in favor of the Collateral Agent in a manner reasonably acceptable
      to the Collateral Agent. If any Grantor fails to comply with this covenant
      with
      respect to Deposit Accounts, Securities Accounts, Security Entitlements,
      Commodity Accounts and Commodity Contracts, such Grantor shall have twenty
      (20)
      days to either (i) transfer funds in an amount sufficient to bring such Grantor
      into compliance with this Section 4.2(a) from Deposit Accounts, Securities
      Accounts, Security Entitlements, Commodity Accounts or Commodity Contracts
      not
      covered by control agreements or maintained with the Collateral Agent to Deposit
      Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and
      Commodity Contracts covered by control agreements or maintained with the
      Collateral Agent or (ii) enter into one or more control agreements with the
      Collateral Agent and the depository institutions at which such Deposit Accounts,
      Securities Accounts, Security Entitlements, Commodity Accounts or Commodity
      Contracts are maintained in accordance with the provisions of this Section
      4.2(a) such that Grantors will then be in compliance with this covenant. Failure
      to comply within such twenty (20) day period shall constitute an Event of
      Default. Notwithstanding anything to the contrary in this subsection (a),
      Collateral Agent shall only issue Entitlement Orders or instructions with
      respect to disposition of funds in Deposit Accounts or exercise Control over
      any
      Commodity Account, in each case without the consent of the applicable Grantor,
      upon the occurrence and during the continuance of an Event of
      Default.

     

    (b) With
      respect to any Uncertificated Security included in the Collateral and issued
      by
      an issuer formed under the laws of the United States or any political
      subdivision thereof (other than any Uncertificated Securities credited to a
      Securities Account), each Grantor shall cause the issuer of such Uncertificated
      Security to either (i) register the Collateral Agent as the registered owner
      thereof on the books and records of the issuer or (ii) execute an agreement
      substantially in the form of Exhibit B hereto (or such other agreement in form
      and substance reasonably satisfactory to the Collateral Agent), pursuant to
      which such issuer agrees to comply with the Collateral Agent’s instructions with
      respect to such Uncertificated Security without further consent by such Grantor;
      provided, however, that Collateral Agent shall only issue instructions with
      respect to such Uncertificated Security without the consent of such Grantor
      upon
      the occurrence and during the continuance of an Event of Default. 

     

    (c) With
      respect to any Letter of Credit Rights included in the Collateral having an
      individual value over $250,000 (other than any Letter of Credit Rights
      constituting a Supporting Obligation for a Receivable in which the Collateral
      Agent has a valid and perfected security interest), Grantor shall ensure that
      Collateral Agent has Control thereof by obtaining the written consent of each
      issuer of each related letter of credit to the assignment of the proceeds of
      such letter of credit to the Collateral Agent.

     

    (d) With
      respect to any Electronic Chattel Paper or “transferable record” (as that term
      is defined in Section 201 of the Federal Electronic Signatures in Global and
      National Commerce Act or in Section 16 of the Uniform Electronic Transactions
      Act as in effect in any relevant jurisdiction) included in the Collateral,
      Grantor shall ensure that the Collateral Agent has Control thereof; provided,
      however, that such Control requirement shall not apply to any Electronic Chattel
      Paper or transferable record having a face amount of less than $100,000
      individually or $250,000 in the aggregate.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.3

            	
              Intellectual
                Property Recording
                Requirements.

            


    

     

    (a) In
      the
      case of any Collateral consisting of U.S. Patents owned by any Grantor, Grantor
      shall execute and deliver to the Collateral Agent a Patent Security Agreement
      in
      substantially the form of Exhibit G hereto (or a supplement thereto) covering
      all such Patents in appropriate form for recordation with the U.S. Patent and
      Trademark Office with
      respect to the security interest of the Collateral Agent.

     

    (b) In
      the
      case of any Collateral consisting of Trademarks owned by any Grantor and
      registered in the U.S. (or for which an application for registration in the
      U.S.
      is pending), Grantor shall execute and deliver to the Collateral Agent a
      Trademark Security Agreement in substantially the form of Exhibit E hereto
      (or a
      supplement thereto) covering all such Trademarks in appropriate form for
      recordation with the U.S. Patent and Trademark Office with respect to the
      security interest of the Collateral Agent.

     

    (c) In
      the
      case of any Collateral consisting of registered U.S. Copyrights owned by any
      Grantor, Grantor shall execute and deliver to the Collateral Agent a Copyright
      Security Agreement in substantially the form of Exhibit F hereto (or a
      supplement thereto) covering all such Copyrights in appropriate form for
      recordation with the U.S. Copyright Office with respect to the security interest
      of the Collateral Agent.

     

    (d) At
      the
      written request of the Collateral Agent, the applicable Grantor shall
      execute
      and deliver to the Collateral Agent one or more Security Agreements
      substantially consistent with the applicable forms referred to in this Section
      4.3 (or a supplement thereto) covering an Intellectual Property License for
      which such Grantor is the Licensee of any Material Intellectual Property with
      respect to the security interest of the Collateral Agent, provided that no
      such
      Security Agreement referred to in this Section 4.3(d) shall be filed unless
      any
      consent required from the applicable licensor has been obtained by such Grantor.
      Each Grantor shall use its commercially reasonable efforts to obtain such
      consent at the request of the Collateral Agent.

     

    
      	 	
              4.4

            	
              Other
                Actions.

            


    

     

    (a) If
      any
      issuer of any Pledged Equity Interest is organized under a jurisdiction outside
      of the United States, each Grantor shall take such additional actions,
      including, without limitation, causing the issuer to register the pledge on
      its
      books and records or making such filings or recordings, in each case as may
      be
      necessary, under the laws of such issuer’s jurisdiction to insure the validity,
      perfection and priority of the security interest of the Collateral Agent;
      provided, however, that the Collateral Agent may waive such requirement in
      its
      reasonable discretion if the completion thereof would be unduly burdensome
      or
      costly in relation to the value of such Pledged Equity
      Interest.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (b) With
      respect to any Pledged Partnership Interests and Pledged LLC Interests included
      in the Collateral with respect to which the Issuers are Subsidiaries of
      Holdings, if the Grantors own less than 100% of the equity interests in any
      issuer of such Pledged Partnership Interests or Pledged LLC Interests, Grantors
      shall use their commercially reasonable efforts to obtain the consent of each
      other holder of partnership interest or limited liability company interests
      in
      such issuer to the security interest of the Collateral Agent hereunder and
      following an Event of Default, the transfer of such Pledged Partnership
      Interests and Pledged LLC Interests to the Collateral Agent of its designee,
      and
      to the substitution of the Collateral Agent or its designee as a partner or
      member with all the rights and powers related thereto (it being understood
      that
      if the organizational or constituent documents in respect of Pledged Partnership
      Interests and Pledged LLC Interests prohibit the pledge of a Grantor’s equity
      interests and the other partners or members, as the case may be, are unwilling
      to amend the organizational or constituent documents in respect of Pledged
      Partnership Interests and Pledged LLC Interests, the Grantors shall have no
      further obligation to obtain or seek consent from the other partners or
      members). Each Grantor consents to the grant by each other Grantor of a Lien
      in
      all Investment Related Property constituting Collateral to the Collateral Agent
      and without limiting the generality of the foregoing consents to the transfer
      of
      any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral
      Agent or its designee following an Event of Default and to the substitution
      of
      the Collateral Agent or its designee as a partner in any partnership or as
      a
      member in any limited liability company with all the rights and powers related
      thereto.

     

    
      
        4.5
          Timing
          and Notice. With
          respect to any Collateral in existence on the Closing Date, each Grantor
          shall
          comply with the requirements of Section 4 on the date hereof and with respect
          to
          any Collateral hereafter owned or acquired Grantor shall comply with such
          requirements within 15 days of Grantor acquiring rights therein. Each Grantor
          shall promptly inform the Collateral Agent of its acquisition of any Collateral
          for which any action is required by Section 4 hereof. Notwithstanding the
          foregoing, each Grantor shall have 30 days from the Closing Date to provide
          the
          Collateral Agent with Control over any Investment Accounts which requirement
          may
          be extended or waived by the Collateral Agent.

      

    

     

    SECTION
      5. REPRESENTATIONS
      AND WARRANTIES. 

     

    Each
      Grantor hereby represents and warrants, on the Closing Date and on each Credit
      Date, that:

     

    
      	 
              	
              5.1

            	
              Grantor
                Information & Status.

            


    

     

    (a) Schedule
      5.1(A) & (B) (as such schedule may be amended or supplemented from time to
      time) sets forth under the appropriate headings: (1) the full legal name of
      such
      Grantor, (2) all trade names or other names under which such Grantor currently
      conducts business, (3) the type of organization of such Grantor, (4) the
      jurisdiction of organization of such Grantor, (5) its organizational
      identification number, if any, and (6) the jurisdiction where the chief
      executive office or its sole place of business (or the principal residence
      if
      such Grantor is a natural person) is located. 

     

    (b) except
      as
      provided on Schedule 5.1(C), it has not changed its name, jurisdiction of
      organization, chief executive office or sole place of business (or principal
      residence if such Grantor is a natural person) or its corporate structure in
      any
      way (e.g., by merger, consolidation, change in corporate form or otherwise)
      and
      has not done business under any other name, in each case, within the past five
      (5) years;

     

    (c) other
      than in connection with Permitted Liens, it has not within the last five (5)
      years become bound (whether as a result of merger or otherwise) as debtor under
      a security agreement entered into by another Person, which has not heretofore
      been terminated other than the agreements identified on Schedule 5.1(D) hereof
      (as such schedule may be amended or supplemented from time to
      time);

     

    (d) such
      Grantor has been duly organized and is validly existing as an entity of the
      type
      as set forth opposite such Grantor’s name on Schedule 5.1(A) solely under the
      laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule
      5.1(A) and remains duly existing as such. Such Grantor has not filed any
      certificates of dissolution or liquidation, any certificates of domestication,
      transfer or continuance in any other jurisdiction; and


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (e) no
      Grantor is a “transmitting utility” (as defined in Section 9-102(a)(80) of the
      UCC).

     

    
      	  	
              5.2

            	
              Collateral
                Identification, Special
                Collateral.

            


    

     

    (a) Schedule
      5.2 (as such schedule may be amended or supplemented from time to time) sets
      forth under the appropriate headings all of such Grantor’s: (1) Pledged Equity
      Interests, (2) Pledged Debt, (3) Securities Accounts other than any Securities
      Accounts holding assets with a market value of less than $250,000 individually
      or $1,000,000 in the aggregate, (4) Deposit Accounts other than any Deposit
      Accounts holding less than $250,000 individually or $1,000,000 in the aggregate,
      (5) Commodity Contracts and Commodity Accounts, (6) all United States and
      foreign registrations of and applications for Patents, Trademarks, and
      Copyrights owned by each Grantor, (7) all material Patent Licenses, Trademark
      Licenses, Trade Secret Licenses and Copyright Licenses, (8) Commercial Tort
      Claims other than any Commercial Tort Claims having a value of less than
      $250,000 individually and $1,000,000 in the aggregate, (9) Letter of Credit
      Rights for letters of credit other than any Letters of Credit Rights worth
      less
      than $250,000 individually or $1,000,000 in the aggregate and (10) the name
      and
      address of any warehouseman, bailee or other third party in possession of any
      Inventory, Equipment and other tangible personal property other than any
      Inventory, Equipment or other tangible personal property having a value less
      than $500,000 individually or $1,000,000 in the aggregate. Each Grantor shall
      supplement such schedules as necessary to ensure that such schedules are
      accurate on each Credit Date;

     

    (b) none
      of
      the Collateral constitutes, or is the Proceeds of, (1) Farm Products, (2)
      As-Extracted Collateral, (3) Manufactured Homes, (4) Health-Care-Insurance
      Receivables; (5) timber to be cut, or (6) aircraft, aircraft engines,
      satellites, ships or railroad rolling stock. No material portion of the
      collateral consists of motor vehicles or other goods subject to a certificate
      of
      title statute of any jurisdiction; 

     

    (c) all
      information supplied in writing by any Grantor with respect to any of the
      Collateral (in each case taken as a whole with respect to any particular
      Collateral) is accurate and complete in all material respects;

     

    (d) not
      more
      than 10% of the value of all personal property included in the Collateral is
      located in any country other than the United States (solely for purposes of
      this
      clause (d), it being understood that Pledged Equity Interests and Pledged Debt
      issued by Subsidiaries formed under the laws of a jurisdiction outside the
      United States shall not be deemed to be Collateral located outside the United
      States); and 

     

    (e) no
      Excluded Asset is material to the business of such Grantor.

     

    
      	 	
              5.3

            	
              Ownership
                of Collateral and Absence of Other
                Liens.

            


    

     

    (a) it
      owns
      the Collateral purported to be owned by it or otherwise has the rights it
      purports to have in each item of Collateral and, as to all Collateral whether
      now existing or hereafter acquired (including by way of lease or license),
      will
      continue to own or have such rights in each item of the Collateral (except
      as
      otherwise permitted by the Credit Agreement), in each case free and clear of
      any
      and all Liens, rights or claims of all other Persons, including, without
      limitation, liens arising as a result of such Grantor becoming bound (as a
      result of merger or otherwise) as debtor under a security agreement entered
      into
      by another Person other than, in the case of priority only, any Permitted Liens;
      and 


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (b) other
      than any financing statements filed in favor of the Collateral Agent, no
      effective financing statement, fixture filing or other instrument similar in
      effect under any applicable law covering all or any part of the Collateral
      is on
      file in any filing or recording office except for (x) financing statements
      for
      which duly authorized proper termination statements have been delivered to
      the
      Collateral Agent for filing and (y) financing statements filed in connection
      with Permitted Liens. Other than the Collateral Agent and any automatic control
      in favor of a Bank, Securities Intermediary or Commodity Intermediary
      maintaining a Deposit Account, Securities Account or Commodity Contract, no
      Person is in Control of any Collateral.

     

    
      	 	
              5.4

            	
              Status
                of Security Interest.

            


    

     

    (a) upon
      the
      filing of financing statements naming each Grantor as “debtor” and the
      Collateral Agent as “secured party” and describing the Collateral in the filing
      offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such
      schedule may be amended or supplemented from time to time), the security
      interest of the Collateral Agent in all Collateral that can be perfected by
      the
      filing of a financing statement under the Uniform Commercial Code as in effect
      in any jurisdiction will constitute a valid, perfected, first priority Lien
      subject in the case of priority only, to any Permitted Liens with respect to
      Collateral. Each agreement purporting to give the Collateral Agent Control
      over
      any Collateral is effective to establish the Collateral Agent’s Control of the
      Collateral subject thereto; 

     

    (b) to
      the
      extent perfection or priority of the security interest therein is not subject
      to
      Article 9 of the UCC, upon recordation of the security interests granted
      hereunder in Patents, Trademarks and Copyrights in the United States Patent
      and
      Trademark Office and the United States Copyright Office, as applicable, the
      security interests granted to the Collateral Agent hereunder shall constitute
      valid, perfected, first priority Liens (subject, in the case of priority only,
      to Permitted Liens);

     

    (c) no
      authorization, consent, approval or other action by, and no notice to or filing
      with, any Governmental Authority or regulatory body (or any other Person other
      than those which have been obtained) is required for either (i) the pledge
      or
      grant by any Grantor of the Liens purported to be created in favor of the
      Collateral Agent hereunder or (ii) the exercise by Collateral Agent of any
      rights or remedies in respect of any Collateral (whether specifically granted
      or
      created hereunder or created or provided for by applicable law), except (A)
      for
      the filings contemplated by clause (a) above and (B) as may be required, in
      connection with the disposition of any Investment Related Property, by laws
      generally affecting the offering and sale of Securities; and

     

    (d) each
      Grantor is in compliance with its obligations under Section 4
      hereof.

     

    
      	 	
              5.5

            	
              Goods
                & Receivables.

            


    

     

    (a) each
      Receivable (i) is the legal, valid and binding obligation of the Account Debtor
      in respect thereof, representing an unsatisfied obligation of such Account
      Debtor, (ii) is enforceable in accordance with its terms, except as may be
      limited by applicable bankruptcy, insolvency, reorganization, moratorium or
      other similar laws, (iii) is not subject to any credits, rights of recoupment,
      setoffs, defenses, taxes, counterclaims (except with respect to refunds, returns
      and allowances in the ordinary course of business with respect to damaged
      merchandise) and (iv) is in compliance with all applicable laws, whether
      federal, state, local or foreign;


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (b) no
      Receivable is in excess of (i) $5,000,000 individually or $25,000,000 in the
      aggregate for an Account Debtor that is the government of the United States,
      any
      agency or instrumentality thereof, or any state or municipality thereof, (ii)
      $3,000,000 individually or $15,000,000 in the aggregate for an Account Debtor
      that is an investment grade foreign sovereign, and (iii) $1,000,000 individually
      or $5,000,000 in the aggregate for an Account Debtor that is a non-investment
      grade foreign sovereign. No Receivable in excess of (i) $2,000,000 individually
      or $10,000,000 in the aggregate for an Account Debtor that is the government
      of
      the United States, any agency or instrumentality thereof, or any state or
      municipality thereof, (ii) $1,000,000 individually or $5,000,000 in the
      aggregate for an Account Debtor that is an investment grade foreign sovereign,
      or (iii) $250,000 individually or $500,000 in the aggregate for an Account
      Debtor that is a non-investment grade foreign sovereign requires the consent
      of
      the Account Debtor in respect thereof in connection with the security interest
      hereunder, except any consent which has been obtained; 

     

    (c) any
      Goods
      now or hereafter produced in the United States of America by any Grantor
      included in the Collateral have been and will be produced in compliance with
      the
      requirements of the Fair Labor Standards Act, as amended, and the rules and
      regulations promulgated thereunder in all material respects; and

     

    (d) other
      than any Inventory or Equipment in transit and Inventory and Equipment with
      an
      aggregate fair market value less than $3,000,000, all of the Equipment and
      Inventory included in the Collateral is located only at the locations specified
      in Schedule 5.5 (as such schedule may be amended or supplemented from time
      to
      time). 

     

    
      	 	
              5.6

            	
              Pledged
                Equity Interests, Investment Related
                Property.

            


    

     

    (a) after
      giving effect to the Acquisition, it is the record and beneficial owner of
      the
      Pledged Equity Interests free of all Liens, rights or claims of other Persons
      other than Permitted Liens and there are no outstanding warrants, options or
      other rights to purchase, or shareholder, voting trust or similar agreements
      outstanding with respect to, or property that is convertible into, or that
      requires the issuance or sale of, any Pledged Equity Interests;

     

    (b) no
      consent of any Person including any other general or limited partner, any other
      member of a limited liability company, any other shareholder or any other trust
      beneficiary is necessary in connection with the creation, perfection or first
      priority status of the security interest of the Collateral Agent in any Pledged
      Equity Interests or the exercise by the Collateral Agent of the voting or other
      rights provided for in this Agreement or the exercise of remedies in respect
      thereof except such as have been obtained and as otherwise provided in Section
      5.4(c) hereof; and

     

    (c) all
      of
      the Pledged LLC Interests and Pledged Partnership Interests issued by entities
      formed under the laws of the United States or any political subdivision thereof
      are or represent interests that by their terms provide that they are securities
      governed by the uniform commercial code of an applicable jurisdiction.


     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.7

            	
              Intellectual
                Property.

            


    

     

    (a) it
      is the
      sole and exclusive owner of the entire right, title, and interest in and to
      all
      Intellectual Property owned by any Grantor that is listed on Schedule 5.2 (as
      such schedule may be amended or supplemented from time to time), and owns or
      has
      the valid right to use all Intellectual Property used in or necessary to conduct
      its business, free and clear of all Liens, claims, encumbrances and material
      licenses, except for, in the case of priority only, Permitted Liens and the
      material licenses set forth on Schedule 5.2 (as each may be amended or
      supplemented from time to time); 

     

    (b) all
      Material Intellectual Property is subsisting and has not been adjudged invalid
      or unenforceable, in whole or in part, nor, in the case of Patents, is any
      of
      the Intellectual Property the subject of a reexamination proceeding, and for
      all
      Copyrights, Patents, and Trademarks that each Grantor owns and, in its
      reasonable business judgment, has decided to maintain in subsistence, each
      Grantor has performed all acts and has paid all renewal, maintenance, and other
      fees and taxes required to maintain each and every registration and application
      of Copyrights, Patents and Trademarks in full force and effect;

     

    (c) except
      as
      would not have a material adverse effect, no claim or demand has been made
      challenging the validity or scope of, such Grantor’s right to register, or such
      Grantor’s rights to own or use, any Intellectual Property and no such action or
      proceeding is pending or, to such Grantor’s knowledge, threatened in
      writing;

     

    (d) none
      of
      the Trademarks, Patents, Copyrights or Trade Secrets has been licensed by any
      Grantor to any Affiliate or third party, except as disclosed in Schedule 5.2
      (II) (as each may be amended or supplemented from time to time) or otherwise
      in
      the ordinary course of business;

     

    (e) each
      Grantor has not made a previous assignment, sale, transfer, license or agreement
      constituting a present or future assignment, sale, transfer, license or
      agreement of any Intellectual Property that has not been terminated or released,
      except for licenses granted in the ordinary course of business that do not
      have
      the effect of an assignment;

     

    (f) except
      as
      would not, or would not reasonably be expected to, have a material adverse
      effect, each Grantor has been using appropriate statutory notice of registration
      in connection with its use of registered Trademarks, proper marking practices
      in
      connection with the use of Patents, and appropriate notice of copyright in
      connection with the publication of Copyrights;

     

    (g) each
      Grantor uses adequate standards of quality in the manufacture, distribution,
      and
      sale of all products sold and in the provision of all services rendered under
      or
      in connection with all Trademark Collateral and has taken actions reasonably
      necessary to insure that all licensees of the Trademark Collateral owned by
      such
      Grantor use such adequate standards of quality;

     

    (h) except
      as
      would not, or would not reasonably be expected to, have a material adverse
      effect, to such Grantor's knowledge, the conduct of such Grantor’s business does
      not infringe upon or misappropriate or otherwise violate any trademark, patent,
      copyright, trade secret or other intellectual property right of any other
      Person; no claim has been made that the use of any Intellectual Property owned
      or used by Grantor (or any of its respective licensees) infringes upon,
      misappropriates or otherwise violates the asserted rights of any other Person,
      and no demand that Grantor enter into a license or co-existence agreement has
      been made but not resolved;


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (i) except
      as
      would not, or would not reasonably be expected to, have a material adverse
      effect, to such Grantor’s knowledge, no other Person is infringing upon,
      misappropriating or otherwise violating any rights in any Intellectual Property
      owned, licensed or used by such Grantor; and

     

    (j) no
      settlement or consents, covenants not to sue, co-existence agreements,
      non-assertion assurances, or releases have been entered into by Grantor or
      binds
      Grantor in a manner that materially adversely affect Grantor’s rights to own,
      license or use any Material Intellectual Property.

     

    SECTION
      6. COVENANTS
      AND AGREEMENTS.

     

    Each
      Grantor hereby covenants and agrees that:

     

    
      	 	
              6.1

            	
              Grantor
                Information & Status.

            


    

     

    (a) Without
      limiting any prohibitions or restrictions on mergers or other transactions
      set
      forth in the Credit Agreement, it shall not change such Grantor’s name,
      identity, corporate structure (e.g. by merger, consolidation, change in
      corporate form or otherwise), sole place of business (or principal residence
      if
      such Grantor is a natural person), chief executive office, type of organization
      or jurisdiction of organization or establish any trade names unless it shall
      have (a) notified the Collateral Agent in writing at least ten (10) Business
      Days, or such shorter period as agreed to by Collateral Agent in its sole
      discretion, prior to any such change or establishment, identifying such new
      proposed name, identity, corporate structure, sole place of business (or
      principal residence if such Grantor is a natural person), chief executive
      office, jurisdiction of organization or trade name and providing such other
      information in connection therewith as the Collateral Agent may reasonably
      request and (b) taken all actions necessary to maintain the continuous validity,
      perfection and the same or better priority of the Collateral Agent’s security
      interest in the Collateral granted or intended to be granted and agreed to
      hereby, which in the case of any merger or other change in corporate structure
      shall include, without limitation, executing and delivering to the Collateral
      Agent a completed Pledge Supplement, substantially in the form of Annex A
      attached hereto, upon completion of such merger or other change in corporate
      structure confirming the grant of the security interest hereunder.

     

    
      	 	
              6.2

            	
              Collateral
                Identification; Special
                Collateral.

            


    

     

    (a) in
      the
      event that it hereafter acquires any Collateral of a type described in Section
      5.2(b) hereof, it shall promptly notify the Collateral Agent thereof in writing
      and take such actions and execute such documents and make such filings all
      at
      Grantor’s expense as the Collateral Agent may reasonably request in order to
      ensure that the Collateral Agent has a valid, perfected, first priority security
      interest in such Collateral, subject in the case of priority only, to any
      Permitted Liens. Notwithstanding the foregoing, no Grantor shall be required
      to
      notify the Collateral Agent or take any such action unless such Collateral
      is of
      a material value or is material to such Grantor’s business.

     

    (b) in
      the
      event that it hereafter acquires or has any Commercial Tort Claim in excess
      of
      $500,000 individually or $2,000,000 in the aggregate it shall deliver to the
      Collateral Agent a completed Pledge Supplement, substantially in the form of
      Exhibit A attached hereto, together with all Supplements to Schedules thereto,
      identifying such new Commercial Tort Claims.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.3

            	
              Ownership
                of Collateral and Absence of Other
                Liens.

            


    

     

    (a) except
      for the security interest created by this Agreement, it shall not create or
      suffer to exist any Lien upon or with respect to any of the Collateral, other
      than Permitted Liens, and such Grantor shall defend the Collateral against
      all
      Persons at any time claiming any interest therein;

     

    (b) upon
      such
      Grantor or any officer of such Grantor obtaining knowledge thereof, it shall
      promptly notify the Collateral Agent in writing of any event that could
      reasonably be expected to have a Material Adverse Effect on the value of the
      Collateral or any portion thereof, the ability of any Grantor or the Collateral
      Agent to dispose of the Collateral or any material portion thereof, or the
      rights and remedies of the Collateral Agent in relation thereto, including,
      without limitation, the levy of any legal process against the Collateral or
      any
      portion thereof; and

     

    (c) it
      shall
      not sell, transfer or assign (by operation of law or otherwise) or exclusively
      license to another Person any Collateral except as otherwise permitted by the
      Credit Agreement.

     

    
      	 	
              6.4

            	
              Status
                of Security Interest.

            


    

     

    (a) Subject
      to the limitations set forth in subsection (b) of this Section 6.4 and except
      as
      otherwise permitted by the Credit Agreement, each Grantor shall maintain the
      security interest of the Collateral Agent hereunder in all Collateral as valid,
      perfected, first priority Liens (subject, in the case of priority only, to
      Permitted Liens).

     

    (b) Notwithstanding
      the foregoing, no Grantor shall be required to take any action to perfect any
      Collateral that can only be perfected by (i) Control, (ii) federal or foreign
      filings with respect to Intellectual Property or foreign pledged stock or (iii)
      filings with registrars of motor vehicles or similar governmental authorities
      with respect to goods covered by a certificate of title, in each case except
      as
      and to the extent specified in Section 4 hereof.

     

    
      	 	
              6.5

            	
              Goods
                & Receivables.

            


    

     

    (a) it
      shall
      not deliver any Document evidencing any Equipment and Inventory to any Person
      other than the issuer of such Document (or to a shipper or freight forwarder
      acting on such Grantor’s behalf) to claim the Goods evidenced therefor or the
      Collateral Agent;

     

    (b) if
      any
      Equipment or Inventory in excess of $500,000 individually or $15,000,000 in
      the
      aggregate is in possession or control of any warehouseman, bailee or other
      third
      party (other than Equipment and Inventory in transit and customers purchasing
      inventory in the ordinary course of business or a Consignee under a Consignment
      for which such Grantor is the Consignor), each Grantor shall join with the
      Collateral Agent in notifying the third party of the Collateral Agent’s security
      interest and using commercially reasonable efforts to obtain an acknowledgment
      from the third party that it is holding the Equipment and Inventory for the
      benefit of the Collateral Agent and will permit the Collateral Agent to have
      access to Equipment or Inventory for purposes of inspecting such Collateral
      or,
      following an Event of Default, to remove same from such premises if the
      Collateral Agent so elects; and with respect to any Goods in excess of $500,000
      individually or $15,000,000 in the aggregate subject to a Consignment for which
      such Grantor is the Consignor, Grantor shall file appropriate financing
      statements against the Consignee and take such other action as may be necessary
      to ensure that the Grantor has a first priority perfected security interest
      in
      such Goods.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (c) it
      shall
      keep and maintain at its own cost and expense satisfactory and complete records
      of the Receivables, including, but not limited to, the originals of all
      documentation with respect to all Receivables and records of all payments
      received and all credits granted on the Receivables, all merchandise returned
      and all other material dealings therewith; 

     

    (d) other
      than in the ordinary course of business as generally conducted by it on or
      prior
      to the date hereof, (i) it shall not amend, modify, terminate or waive any
      provision of any Receivable in excess of $1,000,000; (ii) following and during
      the continuation of an Event of Default, such Grantor shall not (w) grant any
      extension or renewal of the time of payment of any Receivable, (x) compromise
      or
      settle any dispute, claim or legal proceeding with respect to any Receivable
      for
      less than the total unpaid balance thereof, (y) release, wholly or partially,
      any Person liable for the payment thereof, or (z) allow any credit or discount
      thereon; and

     

    (e) the
      Collateral Agent shall have the right at any time following the occurrence
      and
      during the continuance of a Default, to notify, or require any Grantor to
      notify, any Account Debtor of the Collateral Agent’s security interest in the
      Receivables and any Supporting Obligation and, in addition, at any time
      following the occurrence and during the continuation of an Event of Default,
      the
      Collateral Agent may: (1) direct the Account Debtors under any Receivables
      to
      make payment of all amounts due or to become due to such Grantor thereunder
      directly to the Collateral Agent; (2) notify, or require any Grantor to notify,
      each Person maintaining a lockbox or similar arrangement to which Account
      Debtors under any Receivables have been directed to make payment to remit all
      amounts representing collections on checks and other payment items from time
      to
      time sent to or deposited in such lockbox or other arrangement directly to
      the
      Collateral Agent; and (3) enforce, at the expense of such Grantor, collection
      of
      any such Receivables and to adjust, settle or compromise the amount or payment
      thereof, in the same manner and to the same extent as such Grantor might have
      done. If the Collateral Agent notifies any Grantor that it has elected to
      collect the Receivables in accordance with the preceding sentence, any payments
      of Receivables received by such Grantor shall be forthwith (and in any event
      within two (2) Business Days) deposited by such Grantor in the exact form
      received, duly indorsed by such Grantor to the Collateral Agent if required,
      in
      the Collateral Account maintained under the sole dominion and control of the
      Collateral Agent, and until so turned over, all amounts and proceeds (including
      checks and other instruments) received by such Grantor in respect of the
      Receivables, any Supporting Obligation or Collateral Support shall be received
      in trust for the benefit of the Collateral Agent hereunder and shall be
      segregated from other funds of such Grantor and such Grantor shall not adjust,
      settle or compromise the amount or payment of any Receivable, or release wholly
      or partly any Account Debtor or obligor thereof, or allow any credit or discount
      thereon.

     

    (f) upon
      the
      request of Collateral Agent, each Grantor shall take all necessary actions
      to
      cause any Receivable for which the Account Debtor is the government of the
      United States, any agency or instrumentality thereof, or any state or
      municipality thereof, to become subjected to a perfected Lien thereon in favor
      of the Collateral Agent, including, but not limited to, the delivery of executed
      assignment of claim documentation in form and substance satisfactory to
      Collateral Agent.


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.6

            	
              Pledged
                Equity Interests, Investment Related
                Property.

            


    

     

    (a) except
      as
      provided in the next sentence, in the event such Grantor receives any dividends,
      interest or distributions on any Pledged Equity Interest or other Investment
      Related Property, upon the merger, consolidation, liquidation or dissolution
      of
      any issuer of any Pledged Equity Interest or Investment Related Property, then
      (i) such dividends, interest or distributions and securities or other property
      shall be included in the definition of Collateral without further action and
      (ii) such Grantor shall immediately take all steps, if any, necessary to ensure
      the validity, perfection, priority and, if applicable, control of the Collateral
      Agent over such Investment Related Property (including, without limitation,
      delivery thereof to the Collateral Agent) and pending any such action such
      Grantor shall be deemed to hold such dividends, interest, distributions,
      securities or other property in trust for the benefit of the Collateral Agent
      and shall segregate such dividends, distributions, Securities or other property
      from all other property of such Grantor. Notwithstanding the foregoing, so
      long
      as no Event of Default shall have occurred and be continuing, the Collateral
      Agent authorizes each Grantor to retain all ordinary cash dividends and
      distributions paid in the normal course of the business of the issuer and
      consistent with the past practice of the issuer and all scheduled payments
      of
      interest;

     

    (b) Voting
      .

     

    (i) So
      long
      as no Event of Default shall have occurred and be continuing: 

     

    
      	 	
              (1)

            	
              except
                as otherwise provided under the covenants and agreements relating
                to
                Investment Related Property in this Agreement or elsewhere herein
                or in
                the Credit Agreement, each Grantor shall be entitled to exercise
                or
                refrain from exercising any and all voting and other consensual rights
                pertaining to the Investment Related Property or any part thereof
                for any
                purpose not inconsistent with the terms of this Agreement or the
                Credit
                Agreement; provided, no Grantor shall exercise or refrain from exercising
                any such right if the Collateral Agent shall have notified such Grantor
                that, in the Collateral Agent’s reasonable judgment, such action would
                have a Material Adverse Effect on the value of the Investment Related
                Property or any part thereof; and provided further, such Grantor
                shall
                give the Collateral Agent at least five (5) Business Days prior written
                notice of the manner in which it intends to exercise, or the reasons
                for
                refraining from exercising, any such right; it being understood, however,
                that neither the voting by such Grantor of any Pledged Stock for,
                or such
                Grantor’s consent to, the election of directors (or similar governing
                body) at a regularly scheduled annual or other meeting of stockholders
                or
                with respect to incidental matters at any such meeting, nor such
                Grantor’s
                consent to or approval of any action otherwise permitted under this
                Agreement and the Credit Agreement, shall be deemed inconsistent
                with the
                terms of this Agreement or the Credit Agreement within the meaning
                of this
                Section 6.6(b)(i)(1) and no notice of any such voting or consent
                need be
                given to the Collateral Agent; and

            


    

     

    (ii) Upon
      the
      occurrence and during the continuation of an Event of Default: 


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (1)

            	
              and
                upon notice from the Collateral Agent to a Grantor, all rights of
                each
                Grantor to exercise or refrain from exercising the voting and other
                consensual rights which it would otherwise be entitled to exercise
                pursuant hereto shall cease and all such rights shall thereupon become
                vested in the Collateral Agent who shall thereupon have the sole
                right to
                exercise such voting and other consensual rights;
                and

            


    

     

    
      	 	
              (2)

            	
              in
                order to permit the Collateral Agent to exercise the voting and other
                consensual rights which it may be entitled to exercise pursuant hereto
                and
                to receive all dividends and other distributions which it may be
                entitled
                to receive hereunder: (1) each Grantor shall promptly execute and
                deliver
                (or cause to be executed and delivered) to the Collateral Agent all
                proxies, dividend payment orders and other instruments as the Collateral
                Agent may from time to time reasonably request and (2) each Grantor
                acknowledges that the Collateral Agent may utilize the power of attorney
                set forth in Section 8.1.

            


    

     

    (c) except
      as
      expressly permitted by the Credit Agreement, without the prior written consent
      of the Collateral Agent, which shall not be unreasonably withheld or delayed,
      it
      shall not vote to enable or take any other action to: (i) amend or terminate
      any
      partnership agreement, limited liability company agreement, certificate of
      incorporation, by-laws or other organizational documents in any way that
      materially and adversely changes the rights of such Grantor with respect to
      any
      Investment Related Property or adversely affects the validity, perfection or
      priority of the Collateral Agent’s security interest, (ii) permit any issuer of
      any Pledged Equity Interest to issue any additional stock, partnership
      interests, limited liability company interests or other equity interests of
      any
      nature or to issue securities convertible into or granting the right of purchase
      or exchange for any stock or other equity interest of any nature of such issuer,
      except to such Grantor or to another Grantor who has caused such property to
      become subjected to a perfected Lien thereon in favor of the Collateral Agent,
      and except as otherwise permitted under the Credit Agreement, (iii) other than
      as permitted under the Credit Agreement, permit any issuer of any Pledged Equity
      Interest which is a Subsidiary of Holdings to dispose of all or a material
      portion of their assets, (iv) waive any material default under or breach of
      any
      terms of any organizational document relating to the issuer of any Pledged
      Equity Interest or the terms of any Pledged Debt if the waiver of such default
      or breach could reasonably be expected to adversely affect the validity,
      perfection or priority of the Collateral Agent’s security interest or its rights
      in such Pledged Equity Interest or Pledged Debt, or (v) cause any issuer of
      any
      Pledged Partnership Interests or Pledged LLC Interests which are not securities
      (for purposes of the UCC) on the date hereof to elect or otherwise take any
      action to cause such Pledged Partnership Interests or Pledged LLC Interests
      to
      be treated as securities for purposes of the UCC; provided, however,
      notwithstanding the foregoing, if any issuer of any Pledged Partnership
      Interests or Pledged LLC Interests takes any such action in violation of the
      foregoing in this clause (v), such Grantor shall promptly notify the Collateral
      Agent in writing of any such election or action and, in such event, shall take
      all steps necessary to establish the Collateral Agent’s “control” thereof,
      whereupon no violation of this covenant shall be deemed to have occurred;
      and

     

    (d) except
      as
      expressly permitted by the Credit Agreement, without the prior written consent
      of the Collateral Agent, which shall not be unreasonably withheld or delayed,
      it
      shall not permit any issuer of any Pledged Equity Interest that is a Subsidiary
      of Holdings to merge or consolidate unless (i) such issuer creates a security
      interest that is perfected by a filed financing statement (that is not effective
      solely under section 9-508 of the UCC) in collateral in which such new debtor
      has or acquires rights, (ii) all the outstanding capital stock or other equity
      interests of the surviving or resulting corporation, limited liability company,
      partnership or other entity is, upon such merger or consolidation, pledged
      hereunder and no cash, securities or other property is distributed in respect
      of
      the outstanding equity interests of any other constituent Grantor; provided
      that
      if the surviving or resulting Grantors upon any such merger or consolidation
      involves an issuer which is a Controlled Foreign Corporation, then such Grantor
      shall only be required to pledge equity interests in accordance with Section
      2.2
      and (iii) Grantor promptly complies with the delivery and control requirements
      of Section 4 hereof.


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.7

            	
              Intellectual
                Property.

            


    

     

    (a) it
      shall
      not do any act or omit to do any act whereby any of the Material Intellectual
      Property could reasonably be expected to lapse, or become abandoned, dedicated
      to the public, or unenforceable (unless Grantor determines, in its reasonable
      business judgment, that any such Intellectual Property is no longer useful
      or of
      material economic value), or which would adversely affect the validity, grant,
      or enforceability of the security interest granted therein;

     

    (b) it
      shall
      not, except with respect to any Trademarks which are not material to the
      business of any Grantor, cease the use of any of such Trademarks or fail to
      maintain the level of the quality of products sold and services rendered under
      any of such Trademark at a level at least substantially consistent with the
      quality of such products and services as of the date hereof, and each Grantor
      shall take commercially reasonable measures to insure that licensees of such
      Trademarks use such consistent standards of quality;

     

    (c) it
      shall,
      within thirty (30) days of the creation or acquisition or exclusive license
      of
      any Copyrightable work which is material to the business of Grantor or otherwise
      of material value, apply to register the Copyright and, in the case of an
      exclusive Copyright License, record such license, in the United States Copyright
      Office; provided, however, that such Grantor shall provide the Collateral Agent
      with not less than ten (10) days notice prior to making any such
      filing;

     

    (d) it
      shall
      promptly notify the Collateral Agent if it knows or has reason to know that
      any
      item of Intellectual Property owned by a Grantor that is material to the
      business of any Grantor may become (a) abandoned or dedicated to the public
      or
      placed in the public domain, (b) invalid or unenforceable, (c) subject to any
      materially adverse determination or development (including the institution
      of
      proceedings) in any action or proceeding in the United States Patent and
      Trademark Office, the United States Copyright Office, any state registry, any
      foreign counterpart of the foregoing, or any court or (d) be the subject of
      any
      reversion or termination rights;

     

    (e) it
      shall
      take all commercially reasonable steps in the United States Patent and Trademark
      Office, the United States Copyright Office, any state registry or any foreign
      counterpart of the foregoing, to pursue any application and maintain any
      registration of each Trademark, Patent, and Copyright owned by or exclusively
      licensed to any Grantor and material to its business which is now or shall
      become included in the Intellectual Property including, but not limited to,
      those items on Schedule 5.2 (II) (as each may be amended or supplemented from
      time to time); provided, however, that Grantor will not be required to perform
      any such acts with respect to any Intellectual Property deemed by the Grantor,
      in its reasonable business judgment to be no longer useful or of any material
      economic value;

     

    (f) it
      shall
      hereafter use commercially reasonable efforts so as not to permit the inclusion
      in any contract to which it hereafter becomes a party of any provision that
      could or might in any way materially impair or prevent the creation of a
      security interest in, or the assignment of, such Grantor’s rights and interests
      in any property included within the definitions of any Intellectual Property
      acquired under such contracts; 


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (g) in
      the
      event that any Material Intellectual Property owned by or exclusively licensed
      to any Grantor is infringed, misappropriated, or diluted by a third party and
      Grantor becomes aware of such infringement or misappropriation, such Grantor
      shall promptly take all commercially reasonable actions to stop such
      infringement, misappropriation, or dilution and protect its rights in such
      Intellectual Property;

     

    (h) it
      shall
      take all steps reasonably necessary to protect the secrecy of all Trade Secrets,
      including, without limitation, entering into confidentiality agreements with
      employees and consultants and labeling and restricting access to secret
      information and documents; 

     

    (i) it
      shall
      use proper statutory notice in connection with its use of any of the
      Intellectual Property except to the extent the failure to use such notice could
      not reasonably be expected to have a material adverse effect; and 

     

    (j) it
      shall
      continue to collect, at its own expense, all amounts due or to become due to
      such Grantor in respect of the Intellectual Property or any portion thereof
      and
      connection with such collections, each Grantor may take such action as such
      Grantor or the Collateral Agent may deem reasonably necessary to enforce
      collection of such amounts unless Grantor has, in its reasonable business
      judgment, decided not to pursue such collections. Notwithstanding the foregoing,
      the Collateral Agent shall have the right at any time, to notify, or require
      any
      Grantor to notify, any obligors with respect to any such amounts of the
      existence of the security interest created hereby.

     

    
      	 	
              6.8

            	
              Miscellaneous.

            


    

     

    Each
      Grantor shall, within thirty (30) days of the date hereof with respect to any
      Material Contract that is a Non-Assignable Contract (other than any Material
      Contract which constitutes an Account, Chattel Paper or Payment Intangible
      of
      such Grantor) in effect on the date hereof and within thirty (30) days after
      entering into any Material Contract that is a Non-Assignable Contract after
      the
      Closing Date, request in writing the consent of the counterparty or
      counterparties to such Non-Assignable Contract pursuant to the terms of such
      Non-Assignable Contract or applicable law to the assignment or granting of
      a
      security interest in such Non-Assignable Contract to Secured Party and use
      its
      best efforts to obtain such consent as soon as practicable
      thereafter.

     

    SECTION
      7. ACCESS;
      RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL
      GRANTORS.

     

    
      
        7.1         
          Access;
          Right of Inspection. Subject
          to any limitations set forth in the Credit Agreement,
          (a) the Collateral Agent shall at all times have full and free access during
          normal business hours and upon reasonable prior notice to all the books,
          correspondence and records of each Grantor, and the Collateral Agent and
          its
          representatives may examine the same, take extracts therefrom and make
          photocopies thereof, and each Grantor agrees to render to the Collateral
          Agent,
          at such Grantor’s cost and expense, such clerical and other assistance as may be
          reasonably requested with regard thereto and (b) Collateral Agent and its
          representatives shall at all times also have the right to enter any premises
          of
          each Grantor during normal business hours and upon reasonable prior notice
          and
          inspect any property of each Grantor where any of the Collateral of such
          Grantor
          granted pursuant to this Agreement is located for the purpose of inspecting
          the
          same, observing its use or otherwise protecting its interests
          therein.

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

      

    

     

    
      	  	
              7.2

            	
              Further
                Assurances.

            


    

     

    (a) Each
      Grantor agrees that from time to time, at the expense of such Grantor, that
      it
      shall promptly execute and deliver all further instruments and documents, and
      take all further action, that may be necessary, or that the Collateral Agent
      may
      reasonably request, in order to create and/or maintain the validity, perfection
      or priority of and protect any security interest granted or purported to be
      granted hereby or to enable the Collateral Agent to exercise and enforce its
      rights and remedies hereunder with respect to any Collateral. Without limiting
      the generality of the foregoing, each Grantor shall:

     

    (i) except
      as
      provided in Section 6.4(b), file such financing or continuation statements,
      or
      amendments thereto, record security interests in intellectual property and
      execute and deliver such other agreements, instruments, endorsements, powers
      of
      attorney or notices, as may be necessary, or as the Collateral Agent may
      reasonably request, in order to effect, reflect, perfect and preserve the
      security interests granted or purported to be granted hereby, subject to the
      limitations contained herein and in the Credit Agreement;

     

    (ii) except
      as
      provided in Section 6.4(b), take all actions necessary to ensure the recordation
      of appropriate evidence of the liens and security interest granted hereunder
      in
      the Intellectual Property with any intellectual property registry in which
      said
      Intellectual Property is registered or in which an application for registration
      is pending including, without limitation, the United States Patent and Trademark
      Office, the United States Copyright Office and the various Secretaries of
      State;

     

    (iii) upon
      the
      occurrence and during the continuance of an Event of Default, will assemble
      at
      any reasonable time, upon not less than ten (10) Business Days’ prior written
      notice and upon request by the Collateral Agent, the Collateral and allow
      inspection of the Collateral by the Collateral Agent, or persons designated by
      the Collateral Agent; 

     

    (iv) at
      the
      Collateral Agent’s request, appear in and defend any action or proceeding that
      may affect such Grantor’s title to or the Collateral Agent’s security interest
      in all or any part of the Collateral; and

     

    (v) 
      furnish
      the Collateral Agent with such information regarding the Collateral, including,
      without limitation, the location thereof, as the Collateral Agent may reasonably
      request from time to time.

     

    (b) Each
      Grantor hereby authorizes the Collateral Agent to file a Record or Records,
      including, without limitation, financing or continuation statements,
      intellectual property security agreements and amendments to any of the
      foregoing, in any jurisdictions and with any filing offices as the Collateral
      Agent may determine, in its sole discretion, are necessary to perfect or
      otherwise protect the security interest granted to the Collateral Agent herein.
      Such financing statements may describe the Collateral in the same manner as
      described herein or may contain an indication or description of collateral
      that
      describes such property in any other manner as the Collateral Agent may
      determine, in its sole discretion, is necessary, advisable or prudent to ensure
      the perfection of the security interest in the Collateral granted to the
      Collateral Agent herein, including, without limitation, describing such property
      as “all assets, whether now owned or hereafter acquired,” “all personal
      property, whether now owned or hereafter acquired” or words of similar effect.
      Each Grantor shall furnish to the Collateral Agent from time to time statements
      and schedules further identifying and describing the Collateral and such other
      reports in connection with the Collateral as the Collateral Agent may reasonably
      request, all in reasonable detail.


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (c) Each
      Grantor hereby authorizes the Collateral Agent to modify this Agreement after
      obtaining such Grantor’s approval of or signature to such modification by
      amending Schedule 5.2 (as such schedule may be amended or supplemented from
      time
      to time) to include reference to any right, title or interest in any existing
      Intellectual Property or any Intellectual Property acquired or developed by
      any
      Grantor after the execution hereof or to delete any reference to any right,
      title or interest in any Intellectual Property in which any Grantor no longer
      has or claims any right, title or interest.

     

    
      
        7.3
          Additional
          Grantors. From
          time
          to time subsequent to the date hereof, additional Persons may become parties
          hereto as additional Grantors (each, an “Additional
          Grantor”),
          by
          executing a Pledge Supplement. Upon delivery of any such Pledge Supplement
          to
          the Collateral Agent, notice of which is hereby waived by Grantors, each
          Additional Grantor shall be a Grantor and shall be as fully a party hereto
          as if
          Additional Grantor were an original signatory hereto. Each Grantor expressly
          agrees that its obligations arising hereunder shall not be affected or
          diminished by the addition or release of any other Grantor hereunder, nor
          by any
          election of Collateral Agent not to cause any Subsidiary of Borrower to
          become
          an Additional Grantor hereunder. This Agreement shall be fully effective
          as to
          any Grantor that is or becomes a party hereto regardless of whether any
          other
          Person becomes or fails to become or ceases to be a Grantor
          hereunder.

      

    

     

    SECTION
      8. COLLATERAL
      AGENT APPOINTED ATTORNEY-IN-FACT.

     

    
      
        8.1
          Power
          of Attorney. Upon
          the
          occurrence and continuation of a Default, each Grantor hereby irrevocably
          appoints the Collateral Agent (such appointment being coupled with an interest)
          as such Grantor’s attorney-in-fact, with full authority in the place and stead
          of such Grantor and in the name of such Grantor, the Collateral Agent or
          otherwise, from time to time in the Collateral Agent’s discretion to take any
          action and to execute any instrument that the Collateral Agent may deem
          reasonably necessary to accomplish the purposes of this Agreement, including,
          without limitation, the following: 

      

    

     

    (a) upon
      the
      occurrence and during the continuance of any Event of Default, to obtain and
      adjust insurance required to be maintained by such Grantor or paid to the
      Collateral Agent pursuant to the Credit Agreement; 

     

    (b) upon
      the
      occurrence and during the continuance of any Event of Default, to ask for,
      demand, collect, sue for, recover, compound, receive and give acquittance and
      receipts for moneys due and to become due under or in respect of any of the
      Collateral; 

     

    (c) upon
      the
      occurrence and during the continuance of any Event of Default, to receive,
      endorse and collect any drafts or other instruments, documents and chattel
      paper
      in connection with clause (b) above; 

     

    (d) upon
      the
      occurrence and during the continuance of any Event of Default, to file any
      claims or take any action or institute any proceedings that the Collateral
      Agent
      may deem necessary for the collection of any of the Collateral or otherwise
      to
      enforce the rights of the Collateral Agent with respect to any of the
      Collateral; 


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (e) to
      prepare and file any UCC financing statements against such Grantor as
      debtor;

     

    (f) to
      prepare, sign, and file for recordation in any intellectual property registry,
      appropriate evidence of the lien and security interest granted herein in the
      Intellectual Property in the name of such Grantor as debtor;

     

    (g) to
      take
      or cause to be taken all actions necessary to perform or comply or cause
      performance or compliance with the terms of this Agreement, including, without
      limitation, access to pay or discharge taxes or Liens (other than Permitted
      Liens) levied or placed upon or threatened against the Collateral, and which
      the
      applicable Grantor has not paid or discharged when required hereunder or under
      the Credit Agreement, the legality or validity thereof and the amounts necessary
      to discharge the same to be determined by the Collateral Agent in its sole
      discretion, any such payments made by the Collateral Agent to become obligations
      of such Grantor to the Collateral Agent, due and payable immediately without
      demand; and 

     

    (h) upon
      the
      occurrence and continuation of a Default, generally to sell, transfer, lease,
      license, pledge, 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 to do, at the Collateral
      Agent’s option and such Grantor’s expense, at any time or from time to time, all
      acts and things that the Collateral Agent deems reasonably necessary to protect,
      preserve or realize upon the Collateral and the Collateral Agent’s security
      interest therein in order to effect the intent of this Agreement, all as fully
      and effectively as such Grantor might do.

     

    
      
        8.2
          No
          Duty on the Part of Collateral Agent or Secured Parties. The
          powers conferred on the Collateral Agent hereunder are solely to protect
          the
          interests of the Secured Parties in the Collateral and shall not impose
          any duty
          upon the Collateral Agent or any Secured Party 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 gross negligence or willful misconduct.

      

    

     

    SECTION
      9. REMEDIES.

     

    
      	   	
              9.1

            	
              Generally.

            


    

     

    (a) If
      any
      Event of Default shall have occurred and be continuing, the Collateral Agent
      may
      exercise in respect of the Collateral, in addition to all other rights and
      remedies provided for herein or otherwise available to it at law or in equity,
      all the rights and remedies of the Collateral Agent on default under the UCC
      (whether or not the UCC applies to the affected Collateral) to collect, enforce
      or satisfy any Secured Obligations then owing, whether by acceleration or
      otherwise, and also may pursue any of the following separately, successively
      or
      simultaneously:

     

    (i) require
      any Grantor to, and each Grantor hereby agrees that it shall at its expense
      and
      promptly upon request of the Collateral Agent forthwith, assemble all or part
      of
      the Collateral as directed by the Collateral Agent and make it available to
      the
      Collateral Agent at a place to be designated by the Collateral Agent that is
      reasonably convenient to both parties; 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (ii) enter
      onto the property where any Collateral is located and take possession thereof
      with or without judicial process;

     

    (iii) prior
      to
      the disposition of the Collateral, store, process, repair or recondition the
      Collateral or otherwise prepare the Collateral for disposition in any manner
      to
      the extent the Collateral Agent deems appropriate; and

     

    (iv) without
      notice except as specified below or under the UCC, sell, assign, lease, license
      (on an exclusive or nonexclusive basis) or otherwise dispose of the Collateral
      or any part thereof in one or more parcels at public or private sale, at any
      of
      the Collateral Agent’s offices or elsewhere, for cash, on credit or for future
      delivery, at such time or times and at such price or prices and upon such other
      terms as the Collateral Agent may deem commercially reasonable.

     

    (b) The
      Collateral Agent or any Secured Party may be the purchaser of any or all of
      the
      Collateral at any public or private (to the extent to the portion of the
      Collateral being privately sold is of a kind that is customarily sold on a
      recognized market or the subject of widely distributed standard price
      quotations) sale in accordance with the UCC and the Collateral Agent, as
      collateral agent for and representative of the Secured Parties, shall be
      entitled, for the purpose of bidding and making settlement or payment of the
      purchase price for all or any portion of the Collateral sold at any such sale
      made in accordance with the UCC, to use and apply any of the Secured Obligations
      as a credit on account of the purchase price for any Collateral payable by
      the
      Collateral Agent at such sale. Each purchaser at any such sale shall hold the
      property sold absolutely free from any claim or right on the part of any
      Grantor, and each Grantor hereby waives (to the extent permitted by applicable
      law) all rights of redemption, stay and/or appraisal which it now has or may
      at
      any time in the future have under any rule of law or statute now existing or
      hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall
      be required by law, at least ten (10) days notice to such Grantor of the time
      and place of any public sale or the time after which any private sale is to
      be
      made shall constitute reasonable notification. The Collateral Agent shall not
      be
      obligated to make any sale of Collateral regardless of notice of sale having
      been given. The Collateral Agent may adjourn any public or private sale from
      time to time by announcement at the time and place fixed therefor, and such
      sale
      may, without further notice, be made at the time and place to which it was
      so
      adjourned. Each Grantor agrees that it would not be commercially unreasonable
      for the Collateral Agent to dispose of the Collateral or any portion thereof
      by
      using Internet sites that provide for the auction of assets of the types
      included in the Collateral or that have the reasonable capability of doing
      so,
      or that match buyers and sellers of assets. Each Grantor hereby waives any
      claims against the Collateral Agent arising by reason of the fact that the
      price
      at which any Collateral may have been sold at such a private sale was less
      than
      the price which might have been obtained at a public sale, even if the
      Collateral Agent accepts the first offer received and does not offer such
      Collateral to more than one offeree. If the proceeds of any sale or other
      disposition of the Collateral are insufficient to pay all the Secured
      Obligations, Grantors shall be liable for the deficiency and the fees of any
      attorneys employed by the Collateral Agent to collect such deficiency. Each
      Grantor further agrees that a breach of any of the covenants contained in this
      Section will cause irreparable injury to the Collateral Agent, that the
      Collateral Agent has no adequate remedy at law in respect of such breach and,
      as
      a consequence, that each and every covenant contained in this Section shall
      be
      specifically enforceable except as may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, or similar laws 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
      default has occurred giving rise to the Secured Obligations becoming due and
      payable prior to their stated maturities. Nothing in this Section shall in
      any
      way limit the rights of the Collateral Agent hereunder. 


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (c) The
      Collateral Agent may sell the Collateral without giving any warranties as to
      the
      Collateral. The Collateral Agent may specifically disclaim or modify any
      warranties of title or the like. This procedure will not be considered to
      adversely affect the commercial reasonableness of any sale of the
      Collateral.

     

    (d) The
      Collateral Agent shall have no obligation to marshal any of the Collateral.
      

     

    
      
        9.2         
          Application
          of Proceeds. Except
          as
          expressly provided elsewhere in this Agreement, all proceeds received by
          the
          Collateral Agent in respect of any sale, any collection from, or other
          realization upon all or any part of the Collateral shall be applied in
          full or
          in part by the Collateral Agent against, the Secured Obligations in the
          following order of priority: first,
          to the
          payment of all costs and expenses of such sale, collection or other realization,
          including reasonable compensation to the Collateral Agent and its agents
          and
          counsel, and all other expenses, liabilities and advances made or incurred
          by
          the Collateral Agent in connection therewith, and all amounts for which
          the
          Collateral Agent is entitled to indemnification hereunder (in its capacity
          as
          the Collateral Agent and not as a Lender) and all advances made by the
          Collateral Agent hereunder for the account of the applicable Grantor, and
          to the
          payment of all costs and expenses paid or incurred by the Collateral Agent
          in
          connection with the exercise of any right or remedy hereunder or under
          the
          Credit Agreement, all in accordance with the terms hereof or thereof;
second,
          to the
          extent of any excess of such proceeds, to the payment of all other Secured
          Obligations for the ratable benefit of the Lenders and the Lender
          Counterparties; and third,
          to the
          extent of any excess of such proceeds, to the payment to or upon the order
          of
          such Grantor or to whosoever may be lawfully entitled to receive the same
          or as
          a court of competent jurisdiction may direct.

      

    

     

    
      
        9.3         
          Sales
          on Credit.
          If
          Collateral Agent sells any of the Collateral upon credit, Grantor will
          be
          credited only with payments actually made by purchaser and received by
          Collateral Agent and applied to indebtedness of the purchaser. In the event
          the
          purchaser fails to pay for the Collateral, Collateral Agent may resell
          the
          Collateral and Grantor shall be credited with proceeds of the
          sale.

      

    

     

    
      
        9.4         
          Investment
          Related Property.
          Each
          Grantor recognizes that, by reason of certain prohibitions
          contained in the Securities Act and applicable state securities laws, the
          Collateral Agent may be compelled, with respect to any sale of all or any
          part
          of the Investment Related Property conducted without prior registration
          or
          qualification of such Investment Related Property under the Securities
          Act
          and/or such state securities laws, to limit purchasers to those who will
          agree,
          among other things, to acquire the Investment Related Property for their
          own
          account, for investment and not with a view to the distribution or resale
          thereof. Each Grantor acknowledges that any such private sale may be at
          prices
          and on terms less favorable than those obtainable through a public sale
          without
          such restrictions (including a public offering made pursuant to a registration
          statement under the Securities Act) and, notwithstanding such circumstances,
          each Grantor agrees that any such private sale shall be deemed to have
          been made
          in a commercially reasonable manner and that the Collateral Agent shall
          have no
          obligation to engage in public sales and no obligation to delay the sale
          of any
          Investment Related Property for the period of time necessary to permit
          the
          issuer thereof to register it for a form of public sale requiring registration
          under the Securities Act or under applicable state securities laws, even
          if such
          issuer would, or should, agree to so register it. If the Collateral Agent
          determines to exercise its right to sell any or all of the Investment Related
          Property, upon written request, each Grantor shall and shall cause each
          issuer
          of any Pledged Stock to be sold hereunder, each partnership and each limited
          liability company from time to time to furnish to the Collateral Agent
          all such
          information as the Collateral Agent may request in order to determine the
          number
          and nature of interest, shares or other instruments included in the Investment
          Related Property which may be sold by the Collateral Agent in exempt
          transactions under the Securities Act and the rules and regulations of
          the
          Securities and Exchange Commission thereunder, as the same are from time
          to time
          in effect.

         

        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

      

    

     

    
      
        9.5        
          Grant
          of Intellectual Property License.
          For
          the
          purpose of enabling the Collateral Agent, during the continuance of an
          Event of
          Default, to exercise rights and remedies under Section 9 hereof at such
          time as
          the Collateral Agent shall be lawfully entitled to exercise such rights
          and
          remedies, and for no other purpose, each Grantor hereby grants to the Collateral
          Agent an irrevocable, non-exclusive, royalty free license to use, license
          or
          sublicense any of the Intellectual Property now owned or hereafter acquired
          by
          such Grantor, wherever the same may be located. Such license shall include
          access to all media in which any of the licensed items may be recorded
          or stored
          and to all computer programs used for the compilation or printout hereof.
          For
          the avoidance of doubt, any such license does not in any way transfer to
          Collateral Agent any ownership of, or any other rights in or to, such
          Intellectual Property.

      

    

     

    
      	 	
              9.6

            	
              Intellectual
                Property.

            


    

     

    (a) Anything
      contained herein to the contrary notwithstanding, in addition to the other
      rights and remedies provided herein, upon the occurrence and during the
      continuation of an Event of Default: 

     

    (i) the
      Collateral Agent shall have the right (but not the obligation) to bring suit
      or
      otherwise commence any action or proceeding in the name of any Grantor, the
      Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to
      enforce any Intellectual Property, in which event such Grantor shall, at the
      request of the Collateral Agent, do any and all lawful acts and execute any
      and
      all documents reasonably required by the Collateral Agent in aid of such
      enforcement and such Grantor shall promptly, upon demand, reimburse and
      indemnify the Collateral Agent as provided in Section 10 hereof in connection
      with the exercise of its rights under this Section;

     

    (ii) upon
      written demand from the Collateral Agent, each Grantor shall grant, assign,
      convey or otherwise transfer to the Collateral Agent or such Collateral Agent’s
      designee all of such Grantor’s right, title and interest in and to the
      Intellectual Property and shall execute and deliver to the Collateral Agent
      such
      documents as are necessary or appropriate to carry out the intent and purposes
      of this Agreement;

     

    (iii) each
      Grantor agrees that such an assignment and/or recording shall be applied to
      reduce the Secured Obligations outstanding only to the extent that the
      Collateral Agent (or any Secured Party) receives cash proceeds in respect of
      the
      sale of, or other realization upon, the Intellectual Property;


    (iv) within
      five (5) Business Days after written notice from the Collateral Agent, each
      Grantor shall make available to the Collateral Agent, to the extent within
      such
      Grantor’s power and authority, such personnel in such Grantor’s employ on the
      date of such Event of Default as the Collateral Agent may reasonably designate,
      by name, title or job responsibility, to permit such Grantor to continue,
      directly or indirectly, to produce, advertise and sell the products and services
      sold or delivered by such Grantor under or in connection with the Trademarks,
      Trademark Licenses, such persons to be available to perform their prior
      functions on the Collateral Agent’s behalf and to be compensated by the
      Collateral Agent at such Grantor’s expense on a per diem, pro rata basis
      consistent with the salary and benefit structure applicable to each as of the
      date of such Event of Default; and

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (v) the
      Collateral Agent shall have the right to notify, or require each Grantor to
      notify, any obligors with respect to amounts due or to become due to such
      Grantor in respect of the Intellectual Property, of the existence of the
      security interest created herein, to direct such obligors to make payment of
      all
      such amounts directly to the Collateral Agent, and, upon such notification
      and
      at the expense of such Grantor, to enforce collection of any such amounts and
      to
      adjust, settle or compromise the amount or payment thereof, in the same manner
      and to the same extent as such Grantor might have done;

     

    
      	 	
              (1)

            	
              all
                amounts and proceeds (including checks and other instruments) received
                by
                Grantor in respect of amounts due to such Grantor in respect of the
                Collateral or any portion thereof shall be received in trust for
                the
                benefit of the Collateral Agent hereunder, shall be segregated from
                other
                funds of such Grantor and shall be forthwith paid over or delivered
                to the
                Collateral Agent in the same form as so received (with any necessary
                endorsement) to be held as cash Collateral and applied as provided
                by
                Section 9.7 hereof; and

            


    

     

    
      	 	
              (2)

            	
              Grantor
                shall not adjust, settle or compromise the amount or payment of any
                such
                amount or release wholly or partly any obligor with respect thereto
                or
                allow any credit or discount
                thereon.

            


    

     

    (b) If
      (i) an
      Event of Default shall have occurred and, by reason of cure, waiver,
      modification, amendment or otherwise, no longer be continuing, (ii) no other
      Event of Default shall have occurred and be continuing, (iii) an assignment
      or
      other transfer to the Collateral Agent of any rights, title and interests in
      and
      to the Intellectual Property shall have been previously made and shall have
      become absolute and effective, and (iv) the Secured Obligations shall not have
      become immediately due and payable, upon the written request of any Grantor,
      the
      Collateral Agent shall promptly execute and deliver to such Grantor, at such
      Grantor’s sole cost and expense, such assignments or other transfer as may be
      necessary to reassign to such Grantor any such rights, title and interests
      as
      may have been assigned to the Collateral Agent as aforesaid, subject to any
      disposition thereof that may have been made by the Collateral Agent; provided,
      after giving effect to such reassignment, the Collateral Agent’s security
      interest granted pursuant hereto, as well as all other rights and remedies
      of
      the Collateral Agent granted hereunder, shall continue to be in full force
      and
      effect; and provided further, the rights, title and interests so reassigned
      shall be free and clear of any other Liens granted by or on behalf of the
      Collateral Agent and the Secured Parties.


    
      
        9.7
          Cash
          Proceeds; Deposit Accounts. (a)
          If
          any Event of Default shall have occurred and be continuing, in addition
          to the
          rights of the Collateral Agent specified in Section 6.5 with respect to
          payments of Receivables, all proceeds of any Collateral received by any
          Grantor
          consisting of cash, checks and other near-cash items (collectively,
“Cash
          Proceeds”)
          shall
          be held by such Grantor in trust for the Collateral Agent, 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) and
          held by
          the Collateral Agent in the Collateral Account. Any Cash Proceeds received
          by
          the Collateral Agent (whether from a Grantor or otherwise) may, in the
          sole
          discretion of the Collateral Agent, (A) be held by the Collateral Agent
          for the
          ratable benefit of the Secured Parties, as collateral security for the
          Secured
          Obligations (whether matured or unmatured) and/or (B) then or at any time
          thereafter may be applied by the Collateral Agent against the Secured
          Obligations then due and owing. 

      

    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (b)
      If
      any Event of Default shall have occurred and be continuing, the Collateral
      Agent
      may apply the balance from any Deposit Account or instruct the bank at which
      any
      Deposit Account is maintained to pay the balance of any Deposit Account to
      or
      for the benefit of the Collateral Agent.

     

    SECTION
      10. COLLATERAL
      AGENT.

     

    The
      Collateral Agent has been appointed to act as Collateral Agent hereunder by
      Lenders and, by their acceptance of the benefits hereof, the other Secured
      Parties. The Collateral Agent shall be obligated, and shall have the right
      hereunder, to make demands, to give notices, to exercise or refrain from
      exercising any rights, and to take or refrain from taking any action (including,
      without limitation, the release or substitution of Collateral), solely in
      accordance with this Agreement and the Credit Agreement; provided, the
      Collateral Agent shall, after payment in full of all Obligations under the
      Credit Agreement and the other Credit Documents, exercise, or refrain from
      exercising, any remedies provided for herein in accordance with the instructions
      of the holders (the “Majority Holders”) of a majority of the aggregate
“settlement amount” as defined in the Hedge Agreements (or, with respect to any
      Hedge Agreement that has been terminated in accordance with its terms, the
      amount then due and payable (exclusive of expenses and similar payments but
      including any early termination payments then due) under such Hedge Agreement)
      under all Hedge Agreements. For purposes of the foregoing sentence, settlement
      amount for any Hedge Agreement that has not been terminated shall be the
      settlement amount as of the last Business Day of the month preceding any date
      of
      determination and shall be calculated by the appropriate swap counterparties
      and
      reported to the Collateral Agent upon request; provided any Hedge Agreement
      with
      a settlement amount that is a negative number shall be disregarded for purposes
      of determining the Majority Holders. In furtherance of the foregoing provisions
      of this Section, each Secured Party, by its acceptance of the benefits hereof,
      agrees that it shall have no right individually to realize upon any of the
      Collateral hereunder, it being understood and agreed by such Secured Party
      that
      all rights and remedies hereunder may be exercised solely by the Collateral
      Agent for the benefit of Secured Parties in accordance with the terms of this
      Section. The provisions of the Credit Agreement relating to the Collateral
      Agent
      including, without limitation, the provisions relating to resignation or removal
      of the Collateral Agent and the powers and duties and immunities of the
      Collateral Agent are incorporated herein by this reference and shall survive
      any
      termination of the Credit Agreement.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    SECTION
      11. CONTINUING
      SECURITY INTEREST; TRANSFER OF LOANS.

     

    This
      Agreement shall create a continuing security interest in the Collateral and
      shall remain in full force and effect until the payment in full of all Secured
      Obligations (other than contingent indemnification obligations), the
      cancellation or termination of the Commitments and the cancellation, expiration,
      posting of backstop letters of credit or cash collateralization of all
      outstanding Letters of Credit satisfactory to the issuer(s) of such Letters
      of
      Credit, be binding upon each Grantor, its successors and assigns, and inure,
      together with the rights and remedies of the Collateral Agent hereunder, to
      the
      benefit of the Collateral Agent and its successors, transferees and assigns.
      Without limiting the generality of the foregoing, but subject to the terms
      of
      the Credit Agreement, any Lender may assign or otherwise transfer any Loans
      held
      by it to any other Person, and such other Person shall thereupon become vested
      with all the benefits in respect thereof granted to Lenders herein or otherwise.
      Upon the payment in full of all Secured Obligations (other than contingent
      indemnification obligations), the cancellation or termination of the Commitments
      and the cancellation, expiration, posting of backstop letters of credit or
      cash
      collateralization of all outstanding Letters of Credit satisfactory to the
      issuer(s) of such Letters of Credit, the security interest granted hereby shall
      automatically terminate hereunder and of record and all rights to the Collateral
      shall revert to Grantors. Upon any such termination the Collateral Agent shall,
      at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the
      filing of such documents as Grantors shall reasonably request, including
      financing statement amendments to evidence such termination. Upon any
      disposition of property permitted by the Credit Agreement, the Liens granted
      herein shall be deemed to be automatically released and such property shall
      automatically revert to the applicable Grantor with no further action on the
      part of any Person. The Collateral Agent shall, at Grantor’s expense, execute
      and deliver or otherwise authorize the filing of such documents as Grantors
      shall reasonably request, in form and substance reasonably satisfactory to
      the
      Collateral Agent, including financing statement amendments to evidence such
      release.

     

    SECTION
      12. STANDARD
      OF CARE; COLLATERAL AGENT MAY PERFORM.

     

    The
      powers conferred on the Collateral Agent hereunder are solely to protect its
      interest in the Collateral and shall not impose any duty upon it to exercise
      any
      such powers. Except for the exercise of reasonable care in the custody of any
      Collateral in its possession and the accounting for moneys actually received
      by
      it hereunder, the Collateral Agent shall have no duty as to any Collateral
      or as
      to the taking of any necessary steps to preserve rights against prior parties
      or
      any other rights pertaining to any Collateral. The Collateral Agent shall be
      deemed to have exercised reasonable care in the custody and preservation of
      Collateral in its possession if such Collateral is accorded treatment
      substantially equal to that which the Collateral Agent accords its own property.
      Neither the Collateral Agent nor any of its directors, officers, employees
      or
      agents shall be liable for failure to demand, collect or realize upon all or
      any
      part 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 otherwise. If any Grantor fails to perform any agreement
      contained herein, the Collateral Agent may itself perform, or cause performance
      of, such agreement, and the expenses of the Collateral Agent incurred in
      connection therewith shall be payable by each Grantor under Section 10.2 of
      the
      Credit Agreement.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    SECTION
      13. MISCELLANEOUS.

     

    Any
      notice required or permitted to be given under this Agreement shall be given
      in
      accordance with Section 10.1 of the Credit Agreement. No failure or delay on
      the
      part of the Collateral Agent in the exercise of any power, right or privilege
      hereunder or under any other Credit Document shall impair such power, right
      or
      privilege or be construed to be a waiver of any default or acquiescence therein,
      nor shall any single or partial exercise of any such power, right or privilege
      preclude other or further exercise thereof or of any other power, right or
      privilege. All rights and remedies existing under this Agreement and the other
      Credit Documents are cumulative to, and not exclusive of, any rights or remedies
      otherwise available. In case any provision in or obligation under this Agreement
      shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
      legality and enforceability of the remaining provisions or obligations, or
      of
      such provision or obligation in any other jurisdiction, shall not in any way
      be
      affected or impaired thereby. All covenants hereunder shall be given independent
      effect so that if a particular action or condition is not permitted by any
      of
      such covenants, the fact that it would be permitted by an exception to, or
      would
      otherwise be within the limitations of, another covenant shall not avoid the
      occurrence of a Default or an Event of Default if such action is taken or
      condition exists. This Agreement shall be binding upon and inure to the benefit
      of the Collateral Agent and Grantors and their respective successors and
      assigns. No Grantor shall, without the prior written consent of the Collateral
      Agent given in accordance with the Credit Agreement, assign any right, duty
      or
      obligation hereunder. This Agreement and the other Credit Documents embody
      the
      entire agreement and understanding between Grantors and the Collateral Agent
      and
      supersede all prior agreements and understandings between such parties relating
      to the subject matter hereof and thereof. Accordingly, the Credit Documents
      may
      not be contradicted by evidence of prior, contemporaneous or subsequent oral
      agreements of the parties. There are no unwritten oral agreements between the
      parties. This Agreement may be executed in one or more counterparts and by
      different parties hereto in separate counterparts, each of which when so
      executed and delivered shall be deemed an original, but all such counterparts
      together shall constitute but one and the same instrument; signature pages
      may
      be detached from multiple separate counterparts and attached to a single
      counterpart so that all signature pages are physically attached to the same
      document.

     

    THIS
      AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS
      AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING
      IN
      CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
      AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
      REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION
      OF
      ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE
      LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY
      INTEREST).

     

    THE
      PROVISIONS OF THE CREDIT AGREEMENT UNDER THE HEADINGS “CONSENT TO JURISDICTION”
AND “WAIVER OF JURY TRIAL” ARE INCORPORATED HEREIN BY THIS REFERENCE AND SUCH
      INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE CREDIT
      AGREEMENT.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this
      Agreement to be duly executed and delivered by their respective officers
      thereunto duly authorized as of the date first written above.

     

    
      	 	
              GRANTORS:

            
	 	 
	 	
              AX
                ACQUISITION CORP., 

            
	 	
              AX
                HOLDING CORP.

            
	 	 	 
	 	
              By:

            	
               

            
	 	
              Name:

            
	 	
              Title:

            
	 	 	 
	 	AEROFLEX
              INCORPORATED
	 	 	 
	 	
              By:

            	/s/
              John Adamovich
	 
              	 	
              Name:
                John Adamovich

            
	  
              	 	
              Title:
                Senior Vice President, Chief Financial Officer

            
	 	 	 
	 	AEROFLEX
              / INMET, INC.
	 	 
	 	
              By:

            	
              /s/
                Charles Badlato

            
	 
              	 
              	
              Name:
                Charles Badlato

            
	 
              	  	
              Title:
                Treasurer, Assistant Secretary

            
	 	 	 
	 	
              AEROFLEX
                / KDI, INC.,

            
	 	
              AEROFLEX
                / METELICS, INC.,

            
	 	
              AEROFLEX
                / WEINSCHEL, INC.,

            
	 	
              AEROFLEX
                BLOOMINGDALE, INC.

            
	 	
              AEROFLEX
                COLORADO SPRINGS, INC.,

            
	 	
              AEROFLEX
                MICROELECTRONIC SOLUTIONS, INC.,

            
	 	
              AEROFLEX
                PLAINVIEW, INC.,

            
	 	
              AEROFLEX
                POWELL, INC.,

            
	 	
              AEROFLEX
                SYSTEMS CORP.,

            
	 	
              AEROFLEX
                WICHITA, INC.,

            
	 	
              AIF
                CORP.,

            
	 	
              IFR
                FINANCE, INC.,

            
	 	
              IFR
                SYSTEMS, INC.,

            
	 	
              MCE
                ASIA, INC.,

            
	 	
              MICRO-METRICS,
                INC.

            
	 	 	 
	 	
              By:

            	
              /s/
                John Adamovich

            
	 	
              Name:
                John Adamovich

            
	 	
              Title:

            


    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    
      	
              GOLDMAN
                SACHS CREDIT PARTNERS L.P.,

            
	
              as
                Collateral Agent

            
	 
	 	 
	
              By:

            	
              /s/

            
	
              Name:

            	 
	
              Title:

            	 


    


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5.1

    TO
      PLEDGE
      AND SECURITY AGREEMENT

     

    GENERAL
      INFORMATION

     

    
      	
              (A)

            	
              Full
                Legal Name, Type of Organization, Jurisdiction of Organization, Chief
                Executive Office/Sole Place of Business (or Residence if Grantor
                is a
                Natural Person) and Organizational Identification Number of each
                Grantor:

            


    

     

    
      	
              Full Legal

              Name

            	 	
              Type of

              Organization

            	 	
              Jurisdiction of

              Organization

            	 	
              Chief Executive

              Office/Sole Place of

              Business (or

              Residence if Grantor

              is a Natural Person)

            	 	
              Organization I.D.#

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

    


    
      	
              (B)

            	
              Other
                Names (including any Trade Name or Fictitious Business Name) under
                which
                each Grantor currently conducts
                business:

            


    

     

    
      	
              Full
                Legal Name 

            	 	
              Trade
                Name or Fictitious Business Name

            
	 	 	 
	 	 	 


    

    


    
      	
              (C)

            	
              Changes
                in Name, Jurisdiction of Organization, Chief Executive Office or
                Sole
                Place of Business (or Principal Residence if Grantor is a Natural
                Person)
                and Corporate Structure within past five (5)
                years:

            


    

     

    
      	
              Grantor

            	 	
              Date of Change

            	 	
              Description of Change

            
	 	 	 	 	 
	 	 	 	 	 


    

    


    
      	
              (D)

            	
              Agreements
                pursuant to which any Grantor is bound as debtor within past five
                (5)
                years:

            


    

     

    
      	
              Grantor

            	 	
              Description of Agreement

            
	 	 	 
	 	 	 
	 	 	 


    


    
      
        
        

      

      
        SCHEDULE
          5.1-1

        
          

        

      

      
        
        

      

    

    

      SCHEDULE
        5.2

      TO
        PLEDGE
        AND SECURITY AGREEMENT

       

      COLLATERAL
        IDENTIFICATION

       

      I.
        INVESTMENT RELATED PROPERTY

      (A) Pledged
        Stock:

      
        	
                Grantor

              	 	
                Stock

                Issuer

              	 	
                Class of

                Stock

              	 	
                Certificated

                (Y/N)

              	 	
                Stock

                Certificate

                No.

              	 	
                Par Value

              	 	
                No. of

                Pledged

                Stock

              	 	
                Percentage

                of

                Outstanding

                Stock of the

                Stock Issuer

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

      


      Pledged
        LLC Interests:

      
        	
                Grantor

              	 	
                Limited

                Liability

                Company

              	 	
                Certificated

                (Y/N)

              	 	
                Certificate No.

                (if any)

              	 	
                No. of Pledged

                Units

              	 	
                Percentage of

                Outstanding

                LLC Interests of

                the Limited

                Liability

                Company

              	 
	
                 

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

      


      Pledged
        Partnership Interests:

      
        	
                Grantor

              	 	
                Partnership

              	 	
                Type of

                Partnership

                Interests (e.g.,

                general or

                limited)

              	 	
                Certificated

                (Y/N)

              	 	
                Certificate No.

                (if any)

              	 	
                Percentage of

                Outstanding

                Partnership

                Interests of the

                Partnership

              	 
	
                 

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

      


      Trust
        Interests or other Equity Interests not listed above:

      
        	
                Grantor

              	 	
                Trust

              	 	
                Class of Trust

                Interests

              	 	
                Certificated

                (Y/N)

              	 	
                Certificate No.

                (if any)

              	 	
                Percentage of

                Outstanding

                Trust Interests

                of the Trust

              	 
	
                 

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

      


      Pledged
        Debt:

      
        	
                Grantor

              	 	
                Issuer

              	 	
                Original

                Principal

                Amount

              	 	
                Outstanding

                Principal

                Balance

              	 	
                Issue
                  Date

              	 	
                Maturity
                  Date

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

      



      
        
          
          

        

        
          SCHEDULE
            5.2-1

          
            

          

        

        
          
          

        

      

      


      Securities
        Account:

      
        	
                Grantor

              	
                 

              	
                Share of Securities

                Intermediary

              	
                 

              	
                Account Number

              	
                 

              	
                Account Name

              	 
	 	 	 	 	 	 	 	 	 	 	 


      

      


      Deposit
        Accounts:

      
        	
                Grantor

              	
                 

              	
                Name of Depositary Bank

              	
                 

              	
                Account Number

              	
                 

              	
                Account Name

              	 
	 	 	 	 	 	 	 	 	 	 	 


      

      


      Commodity
        Contracts and Commodities Accounts:

      
        	
                Grantor

              	
                 

              	
                Name of Commodities

                Intermediary

              	
                 

              	
                Account Number

              	
                 

              	
                Account Name

              	 
	 	 	 	 	 	 	 	 	 	 	 


      

      


      II.
        INTELLECTUAL PROPERTY

       

      
        	
              	
                (A)

              	
                Copyrights

              


      

       

      
        	
                Grantor

              	 	
                Description of Copyright

              	 	
                Registration Number (if

                any)

              	 	
                Issue Date

              	 
	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        	
              	
                (B)

              	
                Copyright
                  Licenses

              


      

       

      
        	
                Grantor

              	 	
                Description of Copyright

                License

              	 	
                Registration Number (if

                any) of underlying

                Copyright

              	 	
                Name of Licensor

              	 
	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        	
              	
                (C)

              	
                Patents

              


      

      


      
        	
                Grantor

              	
                 

              	
                Description of Patent

              	
                 

              	
                Registration Number

              	
                 

              	
                Issue Date

              	
                 

              
	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          SCHEDULE
            5.2-2

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (D)

              	
                Patent
                  Licenses

              


      

       

      
        	
                Grantor

              	 	
                Description of Patent

                License

              	 	
                Registration Number of

                underlying Patent

              	 	
                Name of Licensor

              	 
	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        	
              	
                (E)

              	
                Trademarks

              


      

       

      
        	
                Grantor

              	 	
                Description of Trademark

              	 	
                Registration Number

              	 	
                Issue Date

              	 
	
                 

              	 	 	 	 	 	 	 	 	 	 


      

       

      
        	
              	
                (F)

              	
                Trademark
                  Licenses

              


      

       

      
        	
                Grantor

              	
                 

              	
                Description of Trademark

                License

              	
                 

              	
                Registration Number of

                underlying Trademark

              	
                 

              	
                Name of Licensor

              	 
	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        	
              	
                (G)

              	
                Trade
                  Secret Licenses 

              


      

       

      III.
        COMMERCIAL TORT CLAIMS

       

      
        	
                 

                Grantor

              	
                 

              	
                 

                Commercial Tort Claims

              
	
                 

              	 	 
	 	 	 


      

      


      IV.
        LETTER OF CREDIT RIGHTS

      


      
        	
                Grantor

              	 	
                Description of Letters of Credit

              
	 	 	 
	 	 	 


      

       

      
        
          
          

        

        
          SCHEDULE
            5.2-3

          
            

          

        

        
          
          

        

      

      


      V.
        WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF
        COLLATERAL

       

      
        	
                Grantor

              	 	
                Description of Property

              	 	
                Name and Address of Third Party

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      

      


      


      VI.
        MATERIAL CONTRACTS

      
        	
                Grantor

              	 	
                Description of Material Contract

              
	 	 	 
	 	 	 
	 	 	 


      


      
        
          
          

        

        
          SCHEDULE
            5.2-4

          
            

          

        

        
          
          

        

      


      
        
          	 	
                  SCHEDULE
                    5.4 TO 

                  PLEDGE
                    AND SECURITY AGREEMENT

                


        

      

       

      FINANCING
        STATEMENTS:

       

      
        	
                Grantor

              	
                 

              	
                Filing
                  Jurisdiction(s)

              
	 	 	 


      

       

      
        
          
          

        

        
          SCHEDULE
            5.4-1

          
            

          

        

        
          
          

        

      


      SCHEDULE
        5.5

      TO
        PLEDGE
        AND SECURITY AGREEMENT

      


      
        	
                Grantor

              	 	
                Location of Equipment and Inventory

              
	 	 	 
	 	 	 


      

    

     

    
      
        
        

      

      
        SCHEDULE
          5.5-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    TO
      PLEDGE
      AND SECURITY AGREEMENT

     

    PLEDGE
      SUPPLEMENT

     

    This
      PLEDGE
      SUPPLEMENT,
      dated
      [mm/dd/yy], is delivered by [NAME
      OF GRANTOR]
      a
[NAME
      OF STATE OF INCORPORATION] [Corporation]
      (the
“Grantor”)
      pursuant to the Pledge and Security Agreement, dated as of August 15,
      2007 (as
      it
      may be from time to time amended, restated, modified or supplemented, the
“Security Agreement”), among AX
      ACQUISITION CORP.,
      a
      Delaware corporation (and its successor by merger, as “Borrower”),
      the
      other Grantors named therein, and GOLDMAN
      SACHS CREDIT PARTNERS L.P.,
      as the
      Collateral Agent. Capitalized terms used herein not otherwise defined herein
      shall have the meanings ascribed thereto in the Security Agreement.


     

    Grantor
      hereby confirms the grant to the Collateral Agent set forth in the Security
      Agreement of, and does hereby grant to the Collateral Agent, a security interest
      in all of Grantor’s right, title and interest in and to all Collateral to secure
      the Secured Obligations, in each case whether now or hereafter existing or
      in
      which Grantor now has or hereafter acquires an interest and wherever the same
      may be located. Grantor represents and warrants that the attached Supplements
      to
      Schedules accurately and completely set forth all additional information
      required to be provided pursuant to the Security Agreement and hereby agrees
      that such Supplements to Schedules shall constitute part of the Schedules to
      the
      Security Agreement.

     

    THIS
      AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS
      AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING
      IN
      CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
      AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
      REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION
      OF
      ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE
      LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY
      INTEREST).

     

    IN
      WITNESS WHEREOF,
      Grantor
      has caused this Pledge Supplement to be duly executed and delivered by its
      duly
      authorized officer as of [mm/dd/yy].

     

    
      	 [NAME
              OF GRANTOR]
	 	 
	
              By:

            	
               

            
	
              Name:

            	 
	
              Title:

            	 


    


    
      
        
        

      

      
        EXHIBIT
          A-1

        
          

        

      

      
        
        

      

    


    SUPPLEMENT
      TO SCHEDULE 5.1

    TO
      PLEDGE
      AND SECURITY AGREEMENT

     

    Additional
      Information:

     

    GENERAL
      INFORMATION

     

    
      	
              (A)

            	
              Full
                Legal Name, Type of Organization, Jurisdiction of Organization, Chief
                Executive Office/Sole Place of Business (or Residence if Grantor
                is a
                Natural Person) and Organizational Identification Number of each
                Grantor:

            


    

     

    
      	
              Full Legal

              Name

            	 	
              Type of

              Organization

            	 	
              Jurisdiction of

              Organization

            	 	
              Chief Executive

              Office/Sole Place of

              Business (or

              Residence if Grantor

              is a Natural Person)

            	 	
              Organization I.D.#

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

    


    
      	
              (B)

            	
              Other
                Names (including any Trade Name or Fictitious Business Name) under
                which
                each Grantor currently conducts
                business:

            


    

     

    
      	
              Full Legal Name 

            	
               

            	
              Trade Name or Fictitious Business Name

            
	 	 	 
	 	 	 
	 	 	 


    

    


    
      	
              (C)

            	
              Changes
                in Name, Jurisdiction of Organization, Chief Executive Office or
                Sole
                Place of Business (or Principal Residence if Grantor is a Natural
                Person)
                and Corporate Structure within past five (5)
                years:

            


    

     

    
      	
              Grantor

            	 	
              Date of Change

            	 	
              Description of Change

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    


    
      	
              (D)

            	
              Agreements
                pursuant to which any Grantor is bound as debtor within past five
                (5)
                years:

            


    

     

    
      	
              Grantor

            	
               

            	
              Description of Agreement

            
	 	 	 
	 	 	 
	 	 	 


    

     

    
      
        
        

      

      
        EXHIBIT
          A-2

        
          

        

      

      
        
        

      

    

     

    
      SUPPLEMENT
        TO SCHEDULE 5.2

      TO
        PLEDGE
        AND SECURITY AGREEMENT

      


      COLLATERAL
        IDENTIFICATION

       

      I.
        INVESTMENT RELATED PROPERTY

      (A) Pledged
        Stock:

      
        	
                Grantor

              	 	
                Stock

                Issuer

              	 	
                Class of

                Stock

              	 	
                Certificated

                (Y/N)

              	 	
                Stock

                Certificate

                No.

              	 	
                Par Value

              	 	
                No. of

                Pledged

                Stock

              	 	
                Percentage

                of

                Outstanding

                Stock of the

                Stock Issuer

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

      


      Pledged
        LLC Interests:

      
        	
                Grantor

              	 	
                Limited

                Liability

                Company

              	 	
                Certificated

                (Y/N)

              	 	
                Certificate No.

                (if any)

              	 	
                No. of Pledged

                Units

              	 	
                Percentage of

                Outstanding

                LLC Interests of

                the Limited

                Liability

                Company

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

      


      Pledged
        Partnership Interests:

      
        	
                 

                Grantor

              	 	
                Partnership

              	 	
                Type of

                Partnership

                Interests (e.g.,

                general or

                limited)

              	 	
                Certificated

                (Y/N)

              	 	
                Certificate No.

                (if any)

              	 	
                Percentage of

                Outstanding

                Partnership

                Interests of the

                Partnership

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

      


      Pledged
        Trust Interests:

      
        	
                Grantor

              	 	
                Trust

              	 	
                Class of Trust

                Interests

              	 	
                Certificated

                (Y/N)

              	 	
                Certificate No.

                (if any)

              	 	
                Percentage of

                Outstanding

                Trust Interests

                of the Trust

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

      


      Pledged
        Debt:

      
        	
                Grantor

              	 	
                Issuer

              	 	
                Original

                Principal

                Amount

              	 	
                Outstanding

                Principal

                Balance

              	 	
                Issue Date

              	 	
                Maturity Date

              	 
	
                 

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          EXHIBIT
            A-3

          
            

          

        

        
          
          

        

      

       

      Securities
        Account:

      
        	
                Grantor

              	 	
                Share of Securities

                Intermediary

              	 	
                Account Number

              	 	
                Account Name

              	 
	 	 	 	 	 	 	 	 	 	 	 


      

       

      Deposit
        Accounts:

      
        	
                Grantor

              	 	
                Name of Depositary Bank

              	 	
                Account Number

              	 	
                Account Name

              	 
	 	 	 	 	 	 	 	 	 	 	 


      

      


      Commodities
        Accounts:

      
        	
                Grantor

              	 	
                Name of Commodities

                Intermediary

              	 	
                Account Number

              	 	
                Account Name

              	 
	 	 	 	 	 	 	 	 	 	 	 


      

      (B)

      
        	
                Grantor

              	 	
                Date of Acquisition

              	 	
                Description of Acquisition

              	 
	
                 

              	 	 	 	 	 	 	 


      

       

      II.
        INTELLECTUAL PROPERTY

       

      
        	
              	
                (A)

              	
                Copyrights

              


      

      
        


        
          	
                  Grantor

                	
                   

                	
                  Description of Copyright

                	
                   

                	
                  Registration Number (if

                  any)

                	
                   

                	
                  Issue Date

                	 
	 	 	 	 	 	 	 	 	 	 	 


        

      

       

      
        	
              	
                (B)

              	
                Copyright
                  Licenses

              


      

       

      
        	
                Grantor

              	
                 

              	
                Description of Copyright

                License

              	
                 

              	
                Registration Number (if

                any) of underlying

                Copyright

              	
                 

              	
                Name of Licensor

              	
                 

              
	 	 	 	 	 	 	 	 	 	 	 


      

      


      
        
          
          

        

        
          EXHIBIT
            A-4

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (C)

              	
                Patents

              


      

       

      
        	
                Grantor

              	 	
                Description of Patent

              	 	
                Registration Number

              	 	
                Issue Date

              	 
	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        	
              	
                (D)

              	
                Patent
                  Licenses

              


      

       

      
        	
                Grantor

              	 	
                Description of Patent

                License

              	 	
                Registration Number of

                underlying Patent

              	 	
                Name of Licensor

              	 
	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        	
              	
                (E)

              	
                Trademarks

              


      

       

      
        	
                Grantor

              	 	
                Description of Trademark

              	 	
                Registration Number

              	 	
                Issue Date

              	 
	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        	
              	
                (F)

              	
                Trademark
                  Licenses

              


      

       

      
        	
                Grantor

              	 	
                Description of Trademark

                License

              	 	
                Registration Number of

                underlying Trademark

              	 	
                Name of Licensor

              	 
	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        	
              	
                (G)

              	
                Trade
                  Secret Licenses 

              


      

       

      III.
        COMMERCIAL TORT CLAIMS

       

      
        	
                Grantor

              	 	
                Commercial
                  Tort Claims

              
	 	 	 
	 	 	 


      

      


      IV.
        LETTER OF CREDIT RIGHTS

      


      
        	
                Grantor

              	 	
                Description
                  of Letters of Credit

              
	 	 	 
	 	 	 


      

       

      
        
          
          

        

        
          EXHIBIT
            A-5

          
            

          

        

        
          
          

        

      

       

      
        V.
          WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF
          COLLATERAL

         

        
          	
                  Grantor

                	 	
                  Description of Property

                	 	
                  Name and Address of Third Party

                	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


        

        


        VI.
          MATERIAL CONTRACTS

        
          	
                  Grantor

                	 	
                  Description
                    of Material Contract

                	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


        

         

        
          
            
            

          

          
            EXHIBIT
              A-6

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  SUPPLEMENT TO SCHEDULE 5.4 TO

                
	 	
                  PLEDGE AND SECURITY AGREEMENT

                


        

        


        Financing
          Statements:

         

        
          	
                  Grantor

                	 	
                  Filing
                    Jurisdiction(s)

                
	 	 	 


        

         

        
          
            
            

          

          
            EXHIBIT
              A-7

            
              

            

          

          
            
            

          

        

         

        SUPPLEMENT
          TO SCHEDULE 5.5

        TO
          PLEDGE
          AND SECURITY AGREEMENT

        Additional
          Information:

         

        
          	
                  Name
                    of Grantor

                	 	
                  Location
                    of Equipment and Inventory

                
	 	 	 


        


        
          
            
            

          

          
            EXHIBIT
              A-8

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B

        TO
          PLEDGE
          AND SECURITY AGREEMENT

        


        UNCERTIFICATED
          SECURITIES CONTROL AGREEMENT

         

        This
          Uncertificated Securities Control Agreement dated as of [_________], 20[__]
          among [________________] (the “Pledgor”),
          GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent for the Secured
          Parties,
          (the “Collateral
          Agent”)
          and
          [____________], a [________] [corporation] (the “Issuer”).
          Capitalized terms used but not defined herein shall have the meaning assigned
          in
          the Pledge and Security Agreement dated August 15, 2007, among the Pledgor,
          the
          other Grantors party thereto and the Collateral Agent (the “Security
          Agreement”).
          All
          references herein to the “UCC”
shall
          mean the Uniform Commercial Code as in effect in the State of New
          York.

         

        Section
          1. Registered Ownership of Shares.
          The
          Issuer hereby confirms and agrees that as of the date hereof the Pledgor
          is the
          registered owner of [__________] shares of the Issuer’s [common] stock (the
“Pledged
          Shares”)
          and the
          Issuer shall not change the registered owner of the Pledged Shares without
          the
          prior written consent of the Collateral Agent until such instructions are
          rescinded by the Collateral Agent in writing.

         

        Section
          2. Instructions.
          If at
          any time the Issuer shall receive instructions originated by the Collateral
          Agent relating to the Pledged Shares, the Issuer shall comply with such
          instructions without further consent by the Pledgor or any other
          person.

         

        Section
          3. Additional Representations and Warranties of the Issuer.
          The
          Issuer hereby represents and warrants to the Collateral Agent:

         

        (a)
          It
          has not entered into, and until the termination of this agreement will
          not enter
          into, any agreement with any other person relating the Pledged Shares pursuant
          to which it has agreed to comply with instructions issued by such other
          person;

         

        (b)
          It
          has not entered into, and until the termination of this agreement will
          not enter
          into, any agreement with the Pledgor or the Collateral Agent purporting
          to limit
          or condition the obligation of the Issuer to comply with Instructions as
          set
          forth in Section 2 hereof;

         

        (c)
          Except for the claims and interest of the Collateral Agent and of the Pledgor
          in
          the Pledged Shares, the Issuer does not know of any claim to, or interest
          in,
          the Pledged Shares. If any person asserts any lien, encumbrance or adverse
          claim
          (including any writ, garnishment, judgment, warrant of attachment, execution
          or
          similar process) against the Pledged Shares, the Issuer will promptly notify
          the
          Collateral Agent and the Pledgor thereof; and 

         

        (d)
          This
          Uncertificated Securities Control Agreement is the valid and legally binding
          obligation of the Issuer.

         

        Section
          4. Choice of Law.
          This
          Agreement shall be governed by the laws of the State of [New York].

         

        Section
          5. Conflict with Other Agreements.
          In the
          event of any conflict between this Agreement (or any portion thereof) and
          any
          other agreement now existing or hereafter entered into, the terms of this
          Agreement shall prevail. No amendment or modification of this Agreement
          or
          waiver of any right hereunder shall be binding on any party hereto unless
          it is
          in writing and is signed by all of the parties hereto. 


        
          
            
            

          

          
            EXHIBIT
              B-1

            
              

            

          

          
            
            

          

        

         

        Section
          6. Voting Rights.
          Until
          such time as the Collateral Agent shall otherwise instruct the Issuer in
          writing, the Pledgor shall have the right to vote the Pledged
          Shares.

         

        Section
          7. Successors; Assignment.
          The
          terms of this Agreement shall be binding upon, and shall inure to the benefit
          of, the parties hereto and their respective corporate successors or heirs
          and
          personal representatives who obtain such rights solely by operation of
          law. The
          Collateral Agent may assign its rights hereunder only with the express
          written
          consent of the Issuer and by sending written notice of such assignment
          to the
          Pledgor.

         

        Section
          8. 
          Indemnification of Issuer.
          The
          Pledgor and the Collateral Agent hereby agree that (a) the Issuer is released
          from any and all liabilities to the Pledgor and the Collateral Agent arising
          from the terms of this Agreement and the compliance of the Issuer with
          the terms
          hereof, except to the extent that such liabilities arise from the Issuer’s
          negligence or willful misconduct and (b) the Pledgor, its successors and
          assigns
          shall at all times indemnify and save harmless the Issuer from and against
          any
          and all claims, actions and suits of others arising out of the terms of
          this
          Agreement or the compliance of the Issuer with the terms hereof, except
          to the
          extent that such arises from the Issuer’s negligence or willful misconduct, and
          from and against any and all liabilities, losses, damages, costs, charges,
          counsel fees and other expenses of every nature and character arising by
          reason
          of the same, until the termination of this Agreement.

         

        Section
          9. Notices.
          Any
          notice, request or other communication required or permitted to be given
          under
          this Agreement shall be in writing and deemed to have been properly given
          when
          delivered in person, or when sent by telecopy or other electronic means
          and
          electronic confirmation of error free receipt is received or two (2) days
          after
          being sent by certified or registered United States mail, return receipt
          requested, postage prepaid, addressed to the party at the address set forth
          below.

         

        
          	
                  Pledgor:

                	
                  [Name
                    and Address of Pledgor]

                
	 	
                  Attention:
                    [________________]

                
	 	
                  Telecopier:
                    [________________] 

                
	 	 
	
                  Collateral
                    Agent:

                	
                  GOLDMAN
                    SACHS CREDIT PARTNERS L.P.

                
	 	
                  [ADDRESS]

                
	 	
                  Attention:
                    [________________]

                
	 	
                  Telecopier:
                    [________________] 

                
	 	 
	
                  Issuer:

                	
                  [Insert
                    Name and Address of Issuer]

                
	 	
                  Attention:
                    [________________]

                
	 	
                  Telecopier:
                    [________________] 

                


        

        


        Any
          party
          may change its address for notices in the manner set forth above.

         

        Section
          10. Termination.
          The
          obligations of the Issuer to the Collateral Agent pursuant to this Agreement
          shall continue in effect until the security interests of the Collateral
          Agent in
          the Pledged Shares have been terminated pursuant to the terms of the Security
          Agreement and the Collateral Agent has notified the Issuer of such termination
          in writing. The Collateral Agent agrees to provide Notice of Termination
          in
          substantially the form of Exhibit A hereto to the Issuer upon the request
          of the
          Pledgor on or after the termination of the Collateral Agent’s security interest
          in the Pledged Shares pursuant to the terms of the Security Agreement.
          The
          termination of this Agreement shall not terminate the Pledged Shares or
          alter
          the obligations of the Issuer to the Pledgor pursuant to any other agreement
          with respect to the Pledged Shares.


        
          
            
            

          

          
            EXHIBIT
              B-2

            
              

            

          

          
            
            

          

        

         

        Section
          11. Counterparts.
          This
          Agreement may be executed in any number of counterparts, all of which shall
          constitute one and the same instrument, and any party hereto may execute
          this
          Agreement by signing and delivering one or more counterparts.

         

        
          	
                  [NAME
                    OF PLEDGOR],

                	 
	
                  as
                    Pledgor

                	 
	 	 	 
	
                  By:

                	 
                  	 
	
                  Name:

                	 
	
                  Title:

                	 
	 	 
	
                  GOLDMAN
                    SACHS CREDIT PARTNERS L.P.,

                	 
	
                  as
                    Collateral Agent

                	 
	 	 	 
	
                  By:

                	 
                  	 
	
                  Name:

                	 
	
                  Title:

                	 
	 	 
	
                  [NAME
                    OF ISSUER],

                	 
	
                  as
                    Issuer

                	 
	 	 	 
	
                  By:

                	 
                  	 
	
                  Name:

                	 
	
                  Title:

                	 


        


        
          
            
            

          

          
            EXHIBIT
              B-3

            
              

            

          

          
            
            

          

        


        Exhibit
          A

        [Letterhead
          of Collateral Agent]

         

        [Date]

         

        [Name
          and
          Address of Issuer]

        Attention:
          [___________________]

         

        Re:
          Termination
          of Control Agreement

         

        You
          are
          hereby notified that the Uncertificated Securities Control Agreement between
          you, [Name of Pledgor] (the “Pledgor”)
          and the
          undersigned (a copy of which is attached) is terminated and you have no
          further
          obligations to the undersigned pursuant to such Agreement. Notwithstanding
          any
          previous instructions to you, you are hereby instructed to accept all future
          directions with respect to Pledged Shares (as defined in the Uncertificated
          Control Agreement) from the Pledgor. This notice terminates any obligations
          you
          may have to the undersigned with respect to the Pledged Shares, however
          nothing
          contained in this notice shall alter any obligations which you may otherwise
          owe
          to the Pledgor pursuant to any other agreement.

         

        You
          are
          instructed to deliver a copy of this notice by facsimile transmission to
          the
          Pledgor. 

         

        
          	
                  Very
                    truly yours,

                	 
	
                  GOLDMAN
                    SACHS CREDIT PARTNERS L.P.,

                	 
	
                  as
                    Collateral Agent

                	 
	 	 	 
	
                  By:

                	
                   

                	 
	
                  Name:

                	 
	
                  Title:

                	 


        

         

        
          
            
            

          

          
            EXHIBIT
              B-4

            
              

            

          

          
            
            

          

        

      

    

    EXHIBIT
      C

    TO
      PLEDGE
      AND SECURITY AGREEMENT

    


    SECURITIES
      ACCOUNT CONTROL AGREEMENT

     

    This
      Securities Account Control Agreement dated as of [_________], 20[__] (this
      “Agreement”)
      among
      [___________________] (the “Debtor”),
      GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent for the Secured Parties
      (the “Collateral
      Agent”)
      and
      [___________________], in its capacity as a “securities intermediary” as defined
      in Section 8-102 of the UCC (in such capacity, the “Securities
      Intermediary”).
      Capitalized terms used but not defined herein shall have the meaning assigned
      thereto in the Pledge and Security Agreement, dated August 15, 2007, among
      the
      Debtor, the other Grantors party thereto and the Collateral Agent (as amended,
      restated, supplemented or otherwise modified from time to time, the “Security
      Agreement”).
      All
      references herein to the “UCC”
      shall
      mean the Uniform Commercial Code as in effect in the State of New York.


     

    Section
      1. Establishment of Securities Account.
      The
      Securities Intermediary hereby confirms and agrees that:

     

    (a) The
      Securities Intermediary has established account number [IDENTIFY
      ACCOUNT NUMBER]
      in the
      name “[IDENTIFY
      EXACT TITLE OF ACCOUNT]”
      (such
      account and any successor account, the “Securities
      Account”)
      and the
      Securities Intermediary shall not change the name or account number of the
      Securities Account without the prior written consent of the Collateral
      Agent;

     

    (b) All
      securities or other property underlying any financial assets credited to the
      Securities Account shall be registered in the name of the Securities
      Intermediary, indorsed to the Securities Intermediary or in blank or credited
      to
      another securities account maintained in the name of the Securities Intermediary
      and in no case will any financial asset credited to the Securities Account
      be
      registered in the name of the Debtor, payable to the order of the Debtor or
      specially indorsed to the Debtor except to the extent the foregoing have been
      specially indorsed to the Securities Intermediary or in blank;

     

    (c) All
      property delivered to the Securities Intermediary pursuant to the Security
      Agreement will be promptly credited to the Securities Account; and

     

    (d) The
      Securities Account is a “securities account” within the meaning of Section 8-501
      of the UCC. 

     

    Section
      2. “Financial Assets” Election.
      The
      Securities Intermediary hereby agrees that each item of property (including,
      without limitation, any investment property, financial asset, security,
      instrument, general intangible or cash) credited to the Securities Account
      shall
      be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of
      the UCC. 

     

    Section
      3. Control of the Securities Account.
      If at
      any time the Securities Intermediary shall receive any order from the Collateral
      Agent directing transfer or redemption of any financial asset relating to the
      Securities Account, the Securities Intermediary shall comply with such
      entitlement order without further consent by the Debtor or any other person.
      If
      the Debtor is otherwise entitled to issue entitlement orders and such orders
      conflict with any entitlement order issued by the Collateral Agent, the
      Securities Intermediary shall follow the orders issued by the Collateral
      Agent.

     

    
      EXHIBIT
        C-1

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    Section
      4. Subordination of Lien; Waiver of Set-Off.
      In the
      event that the Securities Intermediary has or subsequently obtains by agreement,
      by operation of law or otherwise a security interest in the Securities Account
      or any security entitlement credited thereto, the Securities Intermediary hereby
      agrees that such security interest shall be subordinate to the security interest
      of the Collateral Agent. The financial assets and other items deposited to
      the
      Securities Account will not be subject to deduction, set-off, banker’s lien, or
      any other right in favor of any person other than the Collateral Agent (except
      that the Securities Intermediary may set off (i) all amounts due to the
      Securities Intermediary in respect of customary fees and expenses for the
      routine maintenance and operation of the Securities Account and (ii) the face
      amount of any checks which have been credited to such Securities Account but
      are
      subsequently returned unpaid because of uncollected or insufficient
      funds).

     

    Section
      5. Choice of Law.
      This
      Agreement and the Securities Account shall each be governed by the laws of
      the
      State of [New York]. Regardless of any provision in any other agreement, for
      purposes of the UCC, [New York] shall be deemed to be the Securities
      Intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC) and
      the Securities Account (as well as the securities entitlements related thereto)
      shall be governed by the laws of the State of [New York].

     

    Section
      6. Conflict with Other Agreements.
      

     

    (a) In
      the
      event of any conflict between this Agreement (or any portion thereof) and any
      other agreement now existing or hereafter entered into, the terms of this
      Agreement shall prevail;

     

    (b) No
      amendment or modification of this Agreement or waiver of any right hereunder
      shall be binding on any party hereto unless it is in writing and is signed
      by
      all of the parties hereto; 

     

    (c) The
      Securities Intermediary hereby confirms and agrees that: 

     

    (i)
      There
      are no other control agreements entered into between the Securities Intermediary
      and the Debtor with respect to the Securities Account;

     

    (ii)
      It
      has not entered into, and until the termination of this Agreement, will not
      enter into, any agreement with any other person relating to the Securities
      Account and/or any financial assets credited thereto pursuant to which it has
      agreed to comply with entitlement orders (as defined in Section 8-102(a)(8)
      of
      the UCC) of such other person; and

     

    (iii)
      It
      has not entered into, and until the termination of this Agreement, will not
      enter into, any agreement with the Debtor or the Collateral Agent purporting
      to
      limit or condition the obligation of the Securities Intermediary to comply
      with
      entitlement orders as set forth in Section 3 hereof.

     

    Section
      7. Adverse Claims.
      Except
      for the claims and interest of the Collateral Agent and of the Debtor in the
      Securities Account, the Securities Intermediary does not know of any claim
      to,
      or interest in, the Securities Account or in any “financial asset” (as defined
      in Section 8-102(a) of the UCC) credited thereto. If any person asserts any
      lien, encumbrance or adverse claim (including any writ, garnishment, judgment,
      warrant of attachment, execution or similar process) against the Securities
      Account or in any financial asset carried therein, the Securities Intermediary
      will promptly notify the Collateral Agent and the Debtor thereof. 

     

    EXHIBIT
      C-2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      8. Maintenance of Securities Account.
      In
      addition to, and not in lieu of, the obligation of the Securities Intermediary
      to honor entitlement orders as agreed in Section 3 hereof, the Securities
      Intermediary agrees to maintain the Securities Account as follows:

     

    (a) Notice
      of Sole Control.
      If at
      any time the Collateral Agent delivers to the Securities Intermediary a Notice
      of Sole Control in substantially the form set forth in Exhibit A hereto, the
      Securities Intermediary agrees that after receipt of such notice, it will take
      all instruction with respect to the Securities Account solely from the
      Collateral Agent until such notice is rescinded by Collateral Agent in
      writing.

     

    (b) Voting
      Rights.
      Until
      such time as the Securities Intermediary receives a Notice of Sole Control
      pursuant to subsection (a) of this Section 8, the Debtor shall direct the
      Securities Intermediary with respect to the voting of any financial assets
      credited to the Securities Account.

     

    (c) Permitted
      Investments.
      Until
      such time as the Securities Intermediary receives a Notice of Sole Control
      signed by the Collateral Agent, the Debtor shall direct the Securities
      Intermediary with respect to the selection of investments to be made for the
      Securities Account; provided, however, that the Securities Intermediary shall
      not honor any instruction to purchase any investments other than investments
      of
      a type described on Exhibit B hereto.

     

    (d) Statements
      and Confirmations.
      The
      Securities Intermediary will promptly send copies of all statements,
      confirmations and other correspondence concerning the Securities Account and/or
      any financial assets credited thereto simultaneously to each of the Debtor
      and
      the Collateral Agent at the address for each set forth in Section 12 of this
      Agreement.

     

    (e) Tax
      Reporting.
      All
      items of income, gain, expense and loss recognized in the Securities Account
      shall be reported to the Internal Revenue Service and all state and local taxing
      authorities under the name and taxpayer identification number of the
      Debtor.

     

    Section
      9. Representations, Warranties and Covenants of the Securities
      Intermediary.
      The
      Securities Intermediary hereby makes the following representations, warranties
      and covenants:

     

    (a) The
      Securities Account has been established as set forth in Section 1 above and
      such
      Securities Account will be maintained in the manner set forth herein until
      termination of this Agreement; and 

     

    (b) This
      Agreement is the valid and legally binding obligation of the Securities
      Intermediary.

     

    Section
      10 Indemnification of Securities Intermediary.
      The
      Debtor and the Collateral Agent hereby agree that (a) the Securities
      Intermediary is released from any and all liabilities to the Debtor and the
      Collateral Agent arising from the terms of this Agreement and the compliance
      of
      the Securities Intermediary with the terms hereof, except to the extent that
      such liabilities arise from the Securities Intermediary’s negligence or willful
      misconduct and (b) the Debtor, its successors and assigns shall at all times
      indemnify and save harmless the Securities Intermediary from and against any
      and
      all claims, actions and suits of others arising out of the terms of this
      Agreement or the compliance of the Securities Intermediary with the terms
      hereof, except to the extent that such arises from the Securities Intermediary’s
      negligence or willful misconduct, and from and against any and all liabilities,
      losses, damages, costs, charges, counsel fees and other expenses of every nature
      and character arising by reason of the same, until the termination of this
      Agreement.

     

    EXHIBIT
      C-3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      11. Successors; Assignment.
      The
      terms of this Agreement shall be binding upon, and shall inure to the benefit
      of, the parties hereto and their respective corporate successors or heirs and
      personal representatives who obtain such rights solely by operation of law.
      The
      Collateral Agent may assign its rights hereunder only with the express written
      consent of the Securities Intermediary and by sending written notice of such
      assignment to the Debtor.

     

    Section
      12. Notices.
      Any
      notice, request or other communication required or permitted to be given under
      this Agreement shall be in writing and deemed to have been properly given when
      delivered in person, or when sent by telecopy or other electronic means and
      electronic confirmation of error free receipt is received or two (2) days after
      being sent by certified or registered United States mail, return receipt
      requested, postage prepaid, addressed to the party at the address set forth
      below.

     

    
      	
              Debtor:

            	 	
              [Name
                and Address of Debtor]

            
	 	 	
              Attention:
                [_______________]

            
	 	 	
              Telecopier:
                [_______________]

            
	 	 	 
	
              Collateral
                Agent:

            	 	
              GOLDMAN
                SACHS CREDIT PARTNERS L.P.

            
	
               

            	 	
              [ADDRESS] 

            
	 	 	
              Attention:
                [_______________]

            
	 	 	
              Telecopier:
                [_______________]

            
	 	 	 
	
              Securities
                Intermediary:

            	 	
              [Name
                and Address of Securities Intermediary]

            
	 	 	
              Attention:
                [_______________]

            
	 	 	
              Telecopier:
                [_______________]

            


    

     

    Any
      party
      may change its address for notices in the manner set forth above.

     

    Section
      13. Termination.
      The
      obligations of the Securities Intermediary to the Collateral Agent pursuant
      to
      this Agreement shall continue in effect until the security interest of the
      Collateral Agent in the Securities Account has been terminated pursuant to
      the
      terms of the Security Agreement and the Collateral Agent has notified the
      Securities Intermediary of such termination in writing. The Collateral Agent
      agrees to provide Notice of Termination in substantially the form of Exhibit
      C
      hereto to the Securities Intermediary upon the request of the Debtor on or
      after
      the termination of the Collateral Agent’s security interest in the Securities
      Account pursuant to the terms of the Security Agreement. The termination of
      this
      Agreement shall not terminate the Securities Account or alter the obligations
      of
      the Securities Intermediary to the Debtor pursuant to any other agreement with
      respect to the Securities Account.

     

    Section
      14. Counterparts.
      This
      Agreement may be executed in any number of counterparts, all of which shall
      constitute one and the same instrument, and any party hereto may execute this
      Agreement by signing and delivering one or more counterparts.

     

    EXHIBIT
      C-4

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Account Control
      Agreement to be executed as of the date first above written by their respective
      officers thereunto duly authorized.

     

    
      	
              [DEBTOR],

            	 
	
              as
                Debtor

            	 
	 	 	 
	
              By:

            	 
              	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              GOLDMAN
                SACHS CREDIT PARTNERS L.P.,

            	 
	
              as
                Collateral Agent

            	 
	 	 	 
	
              By:

            	 
              	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              [NAME
                OF SECURITIES INTERMEDIARY],

            	 
	
              as
                Securities Intermediary

            	 
	 	 	 
	
              By:

            	 
              	 
	
              Name:

            	 	 
	
              Title:

            	 	 


    

     

    EXHIBIT
      C-5

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    TO
      SECURITIES ACCOUNT CONTROL AGREEMENT

    


    [Letterhead
      of Collateral Agent]

     

    [Date]

     

    [Name
      and
      Address of Securities Intermediary]

    Attention:
      [__________________]

     

    Re:
      Notice
      of Sole Control

     

    Ladies
      and Gentlemen:

     

    As
      referenced in the Securities Account Control Agreement dated as of [______],
      20[__] among [Name of Debtor] (the “Debtor”),
      you
      and the undersigned (a copy of which is attached), we hereby give you notice
      of
      our sole control over securities account number [____________] (the “Securities
      Account”)
      and all
      financial assets credited thereto. You are hereby instructed not to accept
      any
      direction, instructions or entitlement orders with respect to the Securities
      Account or the financial assets credited thereto from any person other than
      the
      undersigned, unless otherwise ordered by a court of competent
      jurisdiction.

     

    You
      are
      instructed to deliver a copy of this notice by facsimile transmission to the
      Debtor.

     

    
      	
              Very
                truly yours,

            	 
	
              GOLDMAN
                SACHS CREDIT PARTNERS L.P.,

            	 
	
              as
                Collateral Agent

            	 
	 	 	 
	
              By:

            	 
              	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    cc:
      [Name
      of Debtor]

     

    EXHIBIT
      C-6

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

    TO
      SECURITIES ACCOUNT CONTROL AGREEMENT

     

    Permitted
      Investments

     

    [TO
      COME]

     

    EXHIBIT
      C-7

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      C

    TO
      SECURITIES ACCOUNT CONTROL AGREEMENT

     

    [Letterhead
      of the Collateral Agent]

     

    [Date]

     

    [Name
      and
      Address of Securities Intermediary]

    Attention:
      [________________]

     

    Re:
      Termination
      of Securities Account Control Agreement

     

    You
      are
      hereby notified that the Securities Account Control Agreement dated as of
      [______], 20[__] among you, [Name of Debtor] (the “Debtor”) and
      the
      undersigned (a copy of which is attached) is terminated and you have no further
      obligations to the undersigned pursuant to such Agreement. Notwithstanding
      any
      previous instructions to you, you are hereby instructed to accept all future
      directions with respect to account number(s) [_________________] from the
      Debtor. This notice terminates any obligations you may have to the undersigned
      with respect to such account, however nothing contained in this notice shall
      alter any obligations which you may otherwise owe to the Debtor pursuant to
      any
      other agreement.

     

    You
      are
      instructed to deliver a copy of this notice by facsimile transmission to the
      Debtor.

     

    
      	
              Very
                truly yours,

            	 
	
              GOLDMAN
                SACHS CREDIT PARTNERS L.P.,

            	 
	
              as
                Collateral Agent

            	 
	 	 	 
	
              By:

            	 
              	 
	
              Name:

            	 
	
              Title:

            	 


    

     

    EXHIBIT
      C-8

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    TO
      PLEDGE
      AND SECURITY AGREEMENT

    


    DEPOSIT
      ACCOUNT CONTROL AGREEMENT

     

    This
      Deposit Account Control Agreement dated as of [_________], 20[__] (this
“Agreement”)
      among
      [___________] (the “Debtor”),
      GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent for the Secured Parties
      (the “Collateral
      Agent”)
      and
      [____________], in its capacity as a “bank” as defined in Section 9-102 of the
      UCC (in such capacity, the “Financial
      Institution”).
      Capitalized terms used but not defined herein shall have the meaning assigned
      thereto in the Pledge and Security Agreement, dated August 15, 2007, between
      the
      Debtor, the other Grantors party thereto and the Collateral Agent (as amended,
      restated, supplemented or otherwise modified from time to time, the “Security
      Agreement”).
      All
      references herein to the “UCC” shall mean the Uniform Commercial Code as in
      effect in the State of [New York].

     

    Section
      1. Establishment of Deposit Account.
      The
      Financial Institution hereby confirms and agrees that:

     

    (a)
      The
      Financial Institution has established account number [IDENTIFY
      ACCOUNT NUMBER]
      in the
      name “[IDENTIFY
      EXACT TITLE OF ACCOUNT]”
      (such
      account and any successor account, the “Deposit
      Account”)
      and the
      Financial Institution shall not change the name or account number of the Deposit
      Account without the prior written consent of the Collateral Agent and, prior
      to
      delivery of a Notice of Sole Control in substantially the form set forth in
      Exhibit A hereto, the Debtor; and

     

    (b)
      The
      Deposit Account is a “deposit account” within the meaning of Section
      9-102(a)(29) of the UCC.

     

    Section
      2. Control of the Deposit Account.
      If at
      any time the Financial Institution shall receive any instructions originated
      by
      the Collateral Agent directing the disposition of funds in the Deposit Account,
      the Financial Institution shall comply with such instructions without further
      consent by the Debtor or any other person. The Financial Institution hereby
      acknowledges that it has received notice of the security interest of the
      Collateral Agent in the Deposit Account and hereby acknowledges and consents
      to
      such lien. If the Debtor is otherwise entitled to issue instructions and such
      instructions conflict with any instructions issued the Collateral Agent, the
      Financial Institution shall follow the instructions issued by the Collateral
      Agent.

     

    Section
      3.  Subordination of Lien; Waiver of Set-Off.
      In the
      event that the Financial Institution has or subsequently obtains by agreement,
      by operation of law or otherwise a security interest in the Deposit Account
      or
      any funds credited thereto, the Financial Institution hereby agrees that such
      security interest shall be subordinate to the security interest of the
      Collateral Agent. Money and other items credited to the Deposit Account will
      not
      be subject to deduction, set-off, banker’s lien, or any other right in favor of
      any person other than the Collateral Agent (except that the Financial
      Institution may set off (i) all amounts due to the Financial Institution in
      respect of customary fees and expenses for the routine maintenance and operation
      of the Deposit Account and (ii) the face amount of any checks which have been
      credited to such Deposit Account but are subsequently returned unpaid because
      of
      uncollected or insufficient funds).

     

    Section
      4. Choice of Law.
      This
      Agreement and the Deposit Account shall each be governed by the laws of the
      State of [New York]. Regardless of any provision in any other agreement, for
      purposes of the UCC, [New York] shall be deemed to be the Financial
      Institution’s jurisdiction (within the meaning of Section 9-304 of the UCC) and
      the Deposit Account shall be governed by the laws of the State of [New
      York].

     

    EXHIBIT
      D-1

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      5. Conflict with Other Agreements.
      

     

    (a)
      In
      the event of any conflict between this Agreement (or any portion thereof) and
      any other agreement now existing or hereafter entered into, the terms of this
      Agreement shall prevail;

     

    (b)
      No
      amendment or modification of this Agreement or waiver of any right hereunder
      shall be binding on any party hereto unless it is in writing and is signed
      by
      all of the parties hereto; and

     

    (c)
      The
      Financial Institution hereby confirms and agrees that: 

     

    (i) There
      are
      no other agreements entered into between the Financial Institution and the
      Debtor with respect to the Deposit Account [other than ____________];
      and

     

    (ii) It
      has
      not entered into, and until the termination of this Agreement, will not enter
      into, any agreement with any other person relating the Deposit Account and/or
      any funds credited thereto pursuant to which it has agreed to comply with
      instructions originated by such persons as contemplated by Section 9-104 of
      the
      UCC.

     

    Section
      6. Adverse Claims.
      The
      Financial Institution does not know of any liens, claims or encumbrances
      relating to the Deposit Account. If any person asserts any lien, encumbrance
      or
      adverse claim (including any writ, garnishment, judgment, warrant of attachment,
      execution or similar process) against the Deposit Account, the Financial
      Institution will promptly notify the Collateral Agent and the Debtor thereof.
      

     

    Section
      7. Maintenance of Deposit Account.
      In
      addition to, and not in lieu of, the obligation of the Financial Institution
      to
      honor instructions as set forth in Section 2 hereof, the Financial Institution
      agrees to maintain the Deposit Account as follows:

     

    (a)
      Notice
      of Sole Control.
      If at
      any time the Collateral Agent delivers to the Financial Institution a Notice
      of
      Sole Control in substantially the form set forth in Exhibit A hereto, the
      Financial Institution agrees that after receipt of such notice, it will take
      all
      instruction with respect to the Deposit Account solely from the Collateral
      Agent
      until such notice is rescinded by Collateral Agent in writing.

     

    (b)
      Statements
      and Confirmations.
      The
      Financial Institution will promptly send copies of all statements, confirmations
      and other correspondence concerning the Deposit Account simultaneously to each
      of the Debtor and the Collateral Agent at the address for each set forth in
      Section 11 of this Agreement; and

     

    (c)
      Tax
      Reporting.
      All
      interest, if any, relating to the Deposit Account, shall be reported to the
      Internal Revenue Service and all state and local taxing authorities under the
      name and taxpayer identification number of the Debtor. 

     

    EXHIBIT
      D-2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      8. Representations, Warranties and Covenants of the Financial
      Institution.
      The
      Financial Institution hereby makes the following representations, warranties
      and
      covenants:

     

    (a)
      The
      Deposit Account has been established as set forth in Section 1 and such Deposit
      Account will be maintained in the manner set forth herein until termination
      of
      this Agreement; and 

     

    (b)
      This
      Agreement is the valid and legally binding obligation of the Financial
      Institution.

     

    Section
      9. Indemnification of Financial Institution.
      The
      Debtor and the Collateral Agent hereby agree that (a) the Financial Institution
      is released from any and all liabilities to the Debtor and the Collateral Agent
      arising from the terms of this Agreement and the compliance of the Financial
      Institution with the terms hereof, except to the extent that such liabilities
      arise from the Financial Institution’s negligence or willful misconduct and (b)
      the Debtor, its successors and assigns shall at all times indemnify and save
      harmless the Financial Institution from and against any and all claims, actions
      and suits of others arising out of the terms of this Agreement or the compliance
      of the Financial Institution with the terms hereof, except to the extent that
      such arises from the Financial Institution’s negligence or willful misconduct,
      and from and against any and all liabilities, losses, damages, costs, charges,
      counsel fees and other expenses of every nature and character arising by reason
      of the same, until the termination of this Agreement.

     

    Section
      10. Successors; Assignment.
      The
      terms of this Agreement shall be binding upon, and shall inure to the benefit
      of, the parties hereto and their respective corporate successors or heirs and
      personal representatives who obtain such rights solely by operation of law.
      The
      Collateral Agent may assign its rights hereunder only with the express written
      consent of the Financial Institution and by sending written notice of such
      assignment to the Debtor.

     

    Section
      11 Notices.
      Any
      notice, request or other communication required or permitted to be given under
      this Agreement shall be in writing and deemed to have been properly given when
      delivered in person, or when sent by telecopy or other electronic means and
      electronic confirmation of error free receipt is received or two (2) days after
      being sent by certified or registered United States mail, return receipt
      requested, postage prepaid, addressed to the party at the address set forth
      below.

     

    
      	
              Debtor:

            	 	
              [Name
                and Address of Debtor]

            
	 	 	
              Attention:
                [_______________]

            
	 	 	
              Telecopier:
                [_______________]

            
	 	 	 
	
              Collateral
                Agent:

            	 	
              GOLDMAN
                SACHS CREDIT PARTNERS L.P.

            
	 	 	
              [ADDRESS]

            
	 	 	
              Attention:
                [_______________]

            
	 	 	
              Telecopier:
                [_______________]

            
	 	 	 
	
              Financial
                Institution:

            	 	
              [Name
                and Address of Financial Institution]

            
	 	 	
              Attention:
                [_______________]

            
	 	 	
              Telecopier:
                [_______________]

            


    

     

    Any
      party
      may change its address for notices in the manner set forth above.

     

    EXHIBIT
      D-3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      12. Termination.
      The
      obligations of the Financial Institution to the Collateral Agent pursuant to
      this Agreement shall continue in effect until the security interest of the
      Collateral Agent in the Deposit Account has been terminated pursuant to the
      terms of the Security Agreement and the Collateral Agent has notified the
      Financial Institution of such termination in writing. The Collateral Agent
      agrees to provide Notice of Termination in substantially the form of Exhibit
      A
      hereto to the Financial Institution upon the request of the Debtor on or after
      the termination of the Collateral Agent’s security interest in the Deposit
      Account pursuant to the terms of the Security Agreement. The termination of
      this
      Agreement shall not terminate the Deposit Account or alter the obligations
      of
      the Financial Institution to the Debtor pursuant to any other agreement with
      respect to the Deposit Account.

     

    Section
      13. Counterparts.
      This
      Agreement may be executed in any number of counterparts, all of which shall
      constitute one and the same instrument, and any party hereto may execute this
      Agreement by signing and delivering one or more counterparts.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Deposit Account Control
      Agreement to be executed as of the date first above written by their respective
      officers thereunto duly authorized.

     

    
      	
              [DEBTOR],

            	 
	
              as
                Debtor

            	 
	 	 	 
	
              By:

            	 
              	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              GOLDMAN
                SACHS CREDIT PARTNERS L.P.,

            	 
	
              as
                Collateral Agent

            	 
	 	 	 
	
              By:

            	 
              	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              [NAME
                OF FINANCIAL INSTITUTION],

            	 
	
              as
                Financial Institution

            	 
	 	 	 
	
              By:

            	 
              	 
	
              Name:

            	 
	
              Title:

            	 


    

     

    EXHIBIT
      D-4


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    TO
      DEPOSIT ACCOUNT CONTROL AGREEMENT

    


    [Letterhead
      of Collateral Agent]

     

    [Date]

     

    [Name
      and
      Address of Financial Institution]

    Attention:
      [_________________]

     

    Re:
      Notice
      of Sole Control

     

    Ladies
      and Gentlemen:

     

    As
      referenced in the Deposit Account Control Agreement dated as of [_______],
      20[__] among [Name of Debtor] (the “Debtor”),
      you
      and the undersigned (a copy of which is attached), we hereby give you notice
      of
      our sole control over deposit account number [____________] (the “Deposit
      Account”)
      and all
      financial assets credited thereto. You are hereby instructed not to accept
      any
      direction, instructions or entitlement orders with respect to the Deposit
      Account or the financial assets credited thereto from any person other than
      the
      undersigned, unless otherwise ordered by a court of competent
      jurisdiction.

     

    You
      are
      instructed to deliver a copy of this notice by facsimile transmission to the
      Debtor.

     

    
      	
              Very
                truly yours,

            	 
	
              GOLDMAN
                SACHS CREDIT PARTNERS L.P.,

            	 
	
              as
                Collateral Agent

            	 
	 	 	 
	
              By:

            	 
              	 
	
              Name:

            	 
	
              Title:

            	 


    

     

    cc:
      [Name
      of Debtor]

     

    EXHIBIT
      D-5


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    TO
      DEPOSIT ACCOUNT CONTROL AGREEMENT

     

    [Letterhead
      of the Collateral Agent]

     

    [Date]

     

    [Name
      and
      Address of Financial Institution]

    Attention:
      [_______________]

     

    Re:
      Termination
      of Deposit Account Control Agreement

     

    You
      are
      hereby notified that the Deposit Account Control Agreement dated as of
      [__________], 20[_] among [Name of Debtor] (the “Debtor”),
      you
      and the undersigned (a copy of which is attached) is terminated and you have
      no
      further obligations to the undersigned pursuant to such Agreement.
      Notwithstanding any previous instructions to you, you are hereby instructed
      to
      accept all future directions with respect to account number(s)
      [________________] from the Debtor. This notice terminates any obligations
      you
      may have to the undersigned with respect to such account, however nothing
      contained in this notice shall alter any obligations which you may otherwise
      owe
      to the Debtor pursuant to any other agreement.

     

    You
      are
      instructed to deliver a copy of this notice by facsimile transmission to the
      Debtor.

     

    
      	
              Very
                truly yours,

            	 
	
              GOLDMAN
                SACHS CREDIT PARTNERS L.P.,

            	 
	
              as
                Collateral Agent

            	 
	 	 	 
	
              By:

            	 
              	 
	
              Name:

            	 
	
              Title:

            	 


    

     

    EXHIBIT
      D-6


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    TO
      PLEDGE
      AND SECURITY AGREEMENT

    


    TRADEMARK
      SECURITY AGREEMENT

     

    Trademark
      Security Agreement, dated as of _____ __, 20__ (as amended, restated or
      otherwise modified, the “Trademark
      Security Agreement”),
      between each of the undersigned (collectively, “Grantors”)
      and
GOLDMAN
      SACHS CREDIT PARTNERS, L.P.,
      in its
      capacity as collateral agent for the Secured Parties (together with successors
      and assigns in such capacity, the “Collateral Agent”).

     

    Witnesseth:

     

    Whereas,
      Grantors are party to a Pledge
      and
      Security
      Agreement dated as of August 15, 2007 (the “Pledge
      and Security Agreement”)
      between each of the Grantors and the other grantors party thereto and the
      Collateral Agent pursuant to which the Grantors are required to execute and
      deliver this Trademark Security Agreement;

     

    Now,
      Therefore,
      in
      consideration of the premises and to induce the Secured Parties to enter into
      the Credit Agreement, the Grantors hereby agree with the Collateral Agent,
      as
      follows:

     

    SECTION
      1. Defined
      Terms.
      Unless
      otherwise defined herein, terms defined in the Pledge
      and
      Security
      Agreement and used herein have the meaning given to them in the Pledge
      and
      Security
      Agreement.

     

    SECTION
      2. Grant
      of Security Interest in Trademark Collateral.
      Each
      Grantor hereby pledges and grants to Collateral Agent for the benefit of the
      Secured Parties, a security interest in all of such Grantor’s right, title and
      interest in, to and under the following, whether presently existing or hereafter
      created or acquired (collectively, the “Trademark
      Collateral”):

     

    (a)
      all
      United States, and foreign trademarks, trade names, corporate names, company
      names, business names, fictitious business names, Internet domain names, service
      marks, certifications marks, collective marks, logos, other source or business
      identifiers, designs and general intangibles of a like nature, all registrations
      and applications for any of the foregoing, including, but not limited to: (i)
      the registrations and applications referred to on Schedule
      I
      hereto
      (ii) all extensions or renewals of any of the foregoing, (iii) all of the
      goodwill of the business connected with the use of and symbolized by the
      foregoing, (iv) the right to sue for past, present and future infringement
      or
      dilution of any of the foregoing or for any injury to goodwill, and (v) all
      Proceeds of the foregoing, including, without limitation, licenses, royalties,
      income payments, claims, damages and proceeds of suit (collectively,
“Trademarks”);
      and

     

    (b)
      any
      and all agreements providing for the granting of any right in or to Trademarks
      (whether such Grantor is licensee or licensor thereunder) including those
      referred to on Schedule
      I
      hereto
      (collectively, “Trademark
      Licenses”).

     

    SECTION
      3. Security
      Agreement.
      The
      security interest granted pursuant to this Trademark Security Agreement is
      granted in conjunction with the security interest granted to the Collateral
      Agent for the Secured Parties pursuant to the Pledge
      and
      Security
      Agreement and Grantors hereby acknowledge and affirm that the rights and
      remedies of the Collateral Agent with respect to the security interest in the
      Trademark Collateral made and granted hereby are more fully set forth in the
      Pledge
      and Security Agreement, the terms and provisions of which are incorporated
      by
      reference herein as if fully set forth herein. In the event that any provision
      of this Trademark Security Agreement is deemed to conflict with the Pledge
      and
      Security Agreement, the provisions of the Pledge and Security
      Agreement shall control.

     

    EXHIBIT
      E-1

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      4. Applicable
      Law.
      This
      Trademark Security Agreement and the rights and obligations of the parties
      hereunder shall be governed by, and shall be construed and enforced in
      accordance with, the laws of the State of New York.

     

    SECTION
      5. Counterparts.
      This
      Trademark Security Agreement may be executed in any number of counterparts,
      each
      of which when so executed and delivered shall be deemed an original, but all
      such counterparts together shall constitute but one and the same
      instrument.

    


    [Remainder
      of page intentionally left blank]

    

      EXHIBIT
        E-2

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    In
      Witness Whereof,
      each
      Grantor has caused this Trademark Security Agreement to be executed and
      delivered by its duly authorized officer as of the date first set forth
      above.

     

    
      	
              [NAME
                OF GRANTORS]

            
	 	 
	
              By:

            	 
              
	
               

            	
              Name:

            
	
               

            	
              Title:

            


    

     

    EXHIBIT
      E-3


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Accepted
                and Agreed:

            
	 	 
	
              GOLDMAN
                SACHS CREDIT PARTNERS, L.P.,

            
	 
	
              as
                Collateral Agent

            
	 	 
	
              By:

            	 
              
	
               

            	
              Name:

            
	
               

            	
              Title:

            


    

     

    EXHIBIT
      E-4


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

    to

    TRADEMARK
      SECURITY AGREEMENT


     

    TRADEMARK
      REGISTRATIONS AND APPLICATIONS

    


    [TO
      BE COMPLETED BY BORROWER]

     

    EXHIBIT
      E-5

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

    TO
      PLEDGE
      AND SECURITY AGREEMENT

    


     

    COPYRIGHT
      SECURITY AGREEMENT

     

    Copyright
      Security Agreement, dated as of _____ __, 20__ (as amended, restated or
      otherwise modified from time to time, the “Copyright
      Security Agreement”),
      between each of the undersigned (collectively, “Grantors”)
      and
GOLDMAN
      SACHS CREDIT PARTNERS L.P.,
      in its
      capacity as collateral agent for the Secured Parties (together with its
      successors and assigns in such capacity, the “Collateral
      Agent”).

     

    Witnesseth:

     

    Whereas,
      Grantors are party to a Pledge
      and
      Security
      Agreement dated as of August 15, 2007 (the “Pledge
      and Security Agreement”)
      between each of the Grantors and the other grantors party thereto and the
      Collateral Agent pursuant to which the Grantors are required to execute and
      deliver this Copyright Security Agreement;

     

    Now,
      Therefore,
      in
      consideration of the premises and to induce the Secured Parties to enter into
      the Credit Documents, the Grantors hereby agree with the Collateral Agent,
      as
      follows:

     

    SECTION
      1. Defined
      Terms.
      Unless
      otherwise defined herein, terms defined in the Pledge
      and
      Security
      Agreement and used herein have the meaning given to them in the Pledge
      and
      Security
      Agreement.

     

    SECTION
      2. Grant
      of Security Interest in Copyright Collateral.
      Each
      Grantor hereby pledges and grants to Collateral Agent, for the benefit of the
      Secured Parties, a security interest in all of such Grantor’s right, title and
      interest in, to and under the following, whether presently existing or hereafter
      created or acquired (collectively, the “Copyright
      Collateral”):

     

    (a)
      all
      United States, and foreign copyrights (including community designs), including
      but not limited to copyrights in software and databases, and all Mask Works
      (as
      defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered
      or
      unregistered, and, with respect to any and all of the foregoing: (i) all
      registrations and applications referred to on Schedule
      I
      hereto,
      (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto
      throughout the world, (iv) all rights to sue for past, present and future
      infringements thereof, and (v) all Proceeds of the foregoing, including, without
      limitation, licenses, royalties, income, payments, claims, damages and proceeds
      of suit (collectively, “Copyrights”);
      and

     

    (b)
      any
      and all agreements for the granting of any right in or to Copyrights (whether
      or
      not such Grantor is licensee or licensor thereunder) including those referred
      to
      on Schedule
      I
      hereto
      (collectively, “Copyright
      Licenses”).


     

    SECTION
      3. Security
      Agreement.
      The
      security interest granted pursuant to this Copyright Security Agreement is
      granted in conjunction with the security interest granted to the Collateral
      Agent for the Secured Parties pursuant to the Pledge
      and
      Security
      Agreement and Grantors hereby acknowledge and affirm that the rights and
      remedies of the Collateral Agent with respect to the security interest in the
      Copyrights made and granted hereby are more fully set forth in the Pledge
      and Security Agreement, the terms and provisions of which are incorporated
      by
      reference herein as if fully set forth herein. In the event that any provision
      of this Copyright Security Agreement is deemed to conflict with the Pledge
      and
      Security Agreement, the provisions of the Pledge and Security
      Agreement shall control.

     

    EXHIBIT
      F-1

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      4. Applicable
      Law.
      This
      Copyright Security Agreement and the rights and obligations of the parties
      hereunder shall be governed by, and shall be construed and enforced in
      accordance with, the laws of the State of New York, without regard to its
      conflicts of law provisions (other than Section 5-1401 and Section 5-1402 of
      the
      New York General Obligation Laws).

     

    SECTION
      5. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be deemed an original, but all such counterparts
      together shall constitute but one and the same instrument.

    


    [Remainder
      of page intentionally left blank]

     

    EXHIBIT
      F-2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      Witness Whereof,
      each
      Grantor has caused this Copyright Security Agreement to be executed and
      delivered by its duly authorized officer as of the date first set forth
      above.

     

    
      	
              [NAME
                OF GRANTORS]

            
	 	 
	
              By:

            	 
              
	
               

            	
              Name:

            
	
               

            	
              Title:

            


    

     

    EXHIBIT
      F-3


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Accepted
                and Agreed:

            
	 
	
              GOLDMAN
                SACHS CREDIT PARTNERS L.P.,

            
	
              as
                Collateral Agent

            
	 	 
	
              By:

            	 
              
	
               

            	
              Name:

            
	
               

            	
              Title:

            


    

     

    EXHIBIT
      F-4


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

    to

    COPYRIGHT
      SECURITY AGREEMENT


     

    COPYRIGHT
      REGISTRATIONS AND APPLICATIONS

     

    [TO
      BE COMPLETED BY BORROWER]

     

    EXHIBIT
      F-5

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G

    TO
      PLEDGE
      AND SECURITY AGREEMENT

    


    PATENT
      SECURITY AGREEMENT

     

    Patent
      Security Agreement, dated as of ______ __, 20__ (as amended, restated or
      otherwise modified from time to time, the “Patent
      Security Agreement”),
      between each of the undersigned (collectively, the “Grantors”),
      and
GOLDMAN
      SACHS CREDIT PARTNERS, L.P.,
      in its
      capacity as collateral agent for the Secured Parties (together with any
      successors and assigns thereto in such capacity, the “Collateral
      Agent”).

     

    Witnesseth:

     

    Whereas,
      Grantors are party to a Pledge
      and
      Security
      Agreement dated as of August 15, 2007 (the “Pledge
      and Security Agreement”)
      between each of the Grantors and the other grantors thereto and the Collateral
      Agent pursuant to which the Grantors are required to execute and deliver this
      Patent Security Agreement;

     

    Now,
      Therefore,
      in
      consideration of the premises and to induce the Secured Parties to enter into
      the Credit Agreement, the Grantors hereby agree with the Collateral Agent,
      as
      follows:

     

    SECTION
      1. Defined
      Terms.
      Unless
      otherwise defined herein, terms defined in the Pledge
      and
      Security
      Agreement and used herein have the meaning given to them in the Pledge
      and
      Security
      Agreement.

     

    SECTION
      2. Grant
      of Security Interest in Patent Collateral.
      Each
      Grantor hereby pledges and grants to Collateral Agent, for the benefit of the
      Secured Parties, a security interest in all of such Grantor’s right, title and
      interest in, to and under the following, whether presently existing or hereafter
      created or acquired (collectively, the “Patent
      Collateral”):

     

    (a)
      all
      United States and foreign patents and certificates of invention, or similar
      industrial property rights, and applications for any of the foregoing
      (collectively, “Patents”),
      including, but not limited to: (i) each patent and patent application referred
      to on Schedule
      I
      hereto
      (as such schedule may be amended or supplemented from time to time), (ii) all
      reissues, divisions, continuations, continuations-in-part, extensions, renewals,
      and reexaminations thereof, (iii) all rights corresponding thereto throughout
      the world, (iv) all inventions and improvements described therein, (v) all
      rights to sue for past, present and future infringements thereof, (vi) all
      licenses, claims, damages, and proceeds of suit arising therefrom, and (vii)
      all
      Proceeds of the foregoing, including, without limitation, licenses, royalties,
      income, payments, claims, damages, and proceeds of suit and

     

    (b)
      all
      agreements providing for the granting of any right in or to Patents (whether
      such Grantor is licensee or licensor thereunder) including those referred to
      on
Schedule
      I
      hereto
      (collectively, “Patent
      Licenses”).

     

    SECTION
      3. Security
      Agreement.
      The
      security interest granted pursuant to this Patent Security Agreement is granted
      in conjunction with the security interest granted to the Collateral Agent for
      the Secured Parties pursuant to the Pledge
      and
      Security
      Agreement and Grantors hereby acknowledge and affirm that the rights and
      remedies of the Collateral Agent with respect to the security interest in the
      Patent Collateral made and granted hereby are more fully set forth in the
Pledge
      and Security Agreement, the terms and provisions of which are incorporated
      by
      reference herein as if fully set forth herein. In the event that any provision
      of this Patent Security Agreement is deemed to conflict with the Pledge and
      Security Agreement, the provisions of the Pledge and Security
      Agreement shall control.

     

    EXHIBIT
      G-1

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      4. Applicable
      Law.
      This
      Patent Security Agreement and the rights and obligations of the parties
      hereunder shall be governed by, and shall be construed and enforced in
      accordance with, the laws of the State of New York, without regard to its
      conflicts of law provisions (other than Section 5-1401 and Section 5-1402 of
      the
      New York General Obligation Laws).

     

    SECTION
      5. Counterparts.
      This
      Patent Security Agreement may be executed in any number of counterparts, each
      of
      which when so executed and delivered shall be deemed an original, but all such
      counterparts together shall constitute but one and the same
      instrument.

    


    [Remainder
      of page intentionally left blank]

     

    EXHIBIT
      G-2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      Witness Whereof,
      each
      Grantor has caused this Patent Security Agreement to be executed and delivered
      by its duly authorized officer as of the date first set forth
      above.

     

    
      	
              [NAME
                OF GRANTORS]

            
	 	 
	
              By:

            	 
              
	
               

            	
              Name:

            
	
               

            	
              Title:

            


    

     

    EXHIBIT
      G-3


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Accepted
                and Agreed:

            
	 
	
              GOLDMAN
                SACHS CREDIT PARTNERS, L.P.

            
	
              as
                Collateral Agent

            
	 	 
	
              By:

            	 
              
	
               

            	
              Name:

            
	
               

            	
              Title:

            


    

     

    EXHIBIT
      G-4


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

    to

    PATENT
      SECURITY AGREEMENT


     

    PATENT
      REGISTRATIONS AND APPLICATIONS

    


    [TO
      BE COMPLETED BY BORROWER]

     

    EXHIBIT
      G-5