EXHIBIT 10.6

                                                                  EXECUTION COPY

                      SUBORDINATION AND SECURITY AGREEMENT

          SUBORDINATION AND SECURITY  AGREEMENT dated as of June 28, 2006, among
Centerbrook  Financial  LLC, a limited  liability  company  duly  organized  and
validly  existing  under the laws of the  State of  Delaware  (the  "BORROWER"),
Deutsche Bank Trust Company Americas, as Collateral Agent (in such capacity, the
"COLLATERAL AGENT") for the Secured Parties (as defined below),  Citibank, N.A.,
as administrative  agent (in such capacity,  the "SENIOR AGENT") for the lenders
or other financial  institutions or entities (the "SENIOR LENDERS") from time to
time parties,  as lenders,  to the Senior Loan  Agreement  referred to below and
Citibank,  N.A.,  as  administrative  agent (in such  capacity,  the  "MEZZANINE
AGENT")  for the  lenders  or other  financial  institutions  or  entities  (the
"MEZZANINE  LENDERS")  from time to time parties,  as lenders,  to the Mezzanine
Loan Agreement referred to below.

          WHEREAS,  the  Borrower,  the Senior  Lenders and the Senior Agent are
parties to a Senior Loan  Agreement  dated as of June 28, 2006 (the "SENIOR LOAN
AGREEMENT"),  providing,  subject  to the  terms  and  conditions  thereof,  for
extensions of credit to be made by the Senior Lenders to the Borrower.

          WHEREAS,  the Borrower,  the Mezzanine Lenders and the Mezzanine Agent
are  parties  to a  Mezzanine  Loan  Agreement  dated as of June 28,  2006  (the
"MEZZANINE  LOAN AGREEMENT"  and,  together with the Senior Loan Agreement,  the
"LOAN DOCUMENTS"),  providing,  subject to the terms and conditions thereof, for
extensions of credit to be made by the Mezzanine Lenders to the Borrower.

          WHEREAS,  each of the Mezzanine  Agent and the  Mezzanine  Lenders has
agreed to subordinate the Mezzanine Obligations (as defined below) to the Senior
Obligations  (as  defined  below) in the manner  and to the  extent  hereinafter
provided.

          NOW,  THEREFORE,  to induce  (i) the  Lenders  to enter  into the Loan
Documents  and to extend  credit  thereunder,  and for other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower has agreed to pledge and grant to the Collateral Agent, for the benefit
of the Secured Parties, a security interest in the Collateral (as defined below)
as security  for the  Secured  Obligations  (as so defined)  and (ii) the Senior
Lenders to enter into the Senior Loan Agreement and to extend credit thereunder,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the Mezzanine Agent has agreed (on its behalf and
on behalf of the Mezzanine  Lenders) to enter into this Agreement.  Accordingly,
the parties hereto agree as follows:

          Section 1. DEFINITIONS, ETC.

          1.01 TERMS  GENERALLY.  Terms used  herein and not  otherwise  defined
herein are used herein as defined in the Senior Loan  Agreement  or, at any time
after the Senior Obligations Payment Date, the Mezzanine Loan Agreement.

          1.02  CERTAIN  UCC  TERMS.  As  used  herein,   the  terms  "ACCOUNT",
"ACCESSION",   "AS-EXTRACTED  COLLATERAL",  "CHATTEL  PAPER",  "COMMERCIAL  TORT
CLAIMS",   "COMMODITY  ACCOUNT",   "COMMODITY   CONTRACT",   "DEPOSIT  ACCOUNT",
"DOCUMENT",   "ELECTRONIC  CHATTEL  PAPER",  "EQUIPMENT",   "FIXTURE",  "GENERAL
INTANGIBLE",   "GOODS",   "INSTRUMENT",   "INVENTORY",   "INVESTMENT  PROPERTY",
"LETTER-OF-CREDIT  RIGHT",  "PROCEEDS" and "PROMISSORY NOTE" have the respective
meanings  set forth in  Article  9 of the  NYUCC,  and the  terms  "CERTIFICATED
SECURITY",  "FINANCIAL ASSET",  "INDORSED",  "SECURITIES  ACCOUNT",  "SECURITY",
"SECURITY  ENTITLEMENT"  and  "UNCERTIFICATED   SECURITY"  have  the  respective
meanings set forth in Article 8 of the NYUCC.

          1.03 ADDITIONAL DEFINITIONS. In addition, as used herein:

          "AGENTS"  means,  collectively,  the  Senior  Agent and the  Mezzanine
     Agent.

          "BORROWER"  has  the  meaning  ascribed  thereto  in the  introductory
     paragraph of this Agreement.

          "COLLATERAL" has the meaning ascribed thereto in Section 3.

          "COLLATERAL   AGENT"  has  the   meaning   ascribed   thereto  in  the
     introductory paragraph of this Agreement.

          "CONTROLLING  PARTY"  means the Senior Agent or, at any time after the
     Senior Obligations Payment Date, the Mezzanine Agent.


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          "COPYRIGHT  COLLATERAL"  means all  Copyrights,  whether  now owned or
     hereafter acquired by the Borrower,  and including the right to recover for
     all past, present and future infringements thereof, and all other rights of
     any kind whatsoever accruing thereunder or pertaining thereto.

          "COPYRIGHTS"  means  all  copyrights,   copyright   registrations  and
     applications  for  copyright  registrations,  including  all  renewals  and
     extensions thereof.

          "ENFORCEMENT ACTION" shall mean (a) to take from or for the account of
     the Borrower or any Affiliate of the  Borrower,  by set-off or in any other
     manner,  the whole or any part of any moneys  which may now or hereafter be
     owing by the Borrower with respect to the Mezzanine Obligations, (b) to sue
     for  payment of, or to  initiate  or  participate  with others in any suit,
     action or proceeding  against the Borrower or any Affiliate  thereof to (i)
     enforce  payment  of or to collect  the whole or any part of the  Mezzanine
     Obligations or (ii) commence judicial  enforcement of any of the rights and
     remedies under the Mezzanine Loan Agreement or this Agreement or applicable
     law with  respect  to the  Mezzanine  Obligations,  (c) to  accelerate  the
     Mezzanine Obligations, (d) to initiate or commence an Insolvency Proceeding
     with  respect to the  Borrower,  (e) to exercise any put option or to cause
     the Borrower or any Affiliate  thereof to honor any  redemption or make any
     prepayment under the Mezzanine Loan Agreement or this Agreement or (f) take
     any action under the provisions of any state or Federal law,  including the
     Uniform  Commercial  Code, or under any contract or agreement,  to enforce,
     foreclose  upon,  take  possession of or sell any property or assets of the
     Borrower or any Affiliate thereof.

          "EQUITY  COLLATERAL" means,  collectively,  (i) the Pledged Equity and
     (ii) all shares, securities,  moneys or property representing a dividend on
     any of the Pledged  Equity,  or  representing a  distribution  or return of
     capital  upon or in respect of the  Pledged  Equity,  or  resulting  from a
     split-up,  revision,  reclassification  or other like change of the Pledged
     Equity or otherwise  received in exchange  therefor,  and any  subscription
     warrants,  rights or options  issued to the  holders  of, or  otherwise  in
     respect of, the Pledged Equity.

          "EVENT OF  DEFAULT"  means an "Event of  Default"  as  defined  in the
     Senior Loan Agreement or, at any time after the Senior Obligations  Payment
     Date, an "Event of Default" as defined in the Mezzanine Loan Agreement.

          "INSOLVENCY PROCEEDING" means, as to any Person, any of the following:
     (i) any case or  proceeding  with  respect to such Person  under the United
     States Bankruptcy Code or any other Federal,  State or foreign  bankruptcy,
     insolvency,  reorganization or other law affecting creditors' rights or any
     other or similar proceedings seeking any stay, reorganization, arrangement,
     composition or readjustment  of the  obligations  and  indebtedness of such
     Person or (ii) any  proceeding  seeking  the  appointment  of any  trustee,
     receiver,  liquidator,  custodian or other insolvency official with similar
     powers  with  respect  to such  Person  or any of its  assets  or (iii) any
     proceeding for liquidation, dissolution or other winding up of the business
     of such Person or (iv) any  assignment  for the benefit of creditors or any
     marshalling of assets of such Person.

          "INTELLECTUAL PROPERTY" means, collectively, all Copyright Collateral,
     all Patent Collateral and all Trademark  Collateral,  together with (a) all
     inventions,   processes,   production  methods,   proprietary  information,
     know-how and trade  secrets,  (b) all licenses or user or other  agreements
     granted to the Borrower with respect to any of the foregoing,  in each case
     whether  now or  hereafter  owned or used,  (c) all  information,  customer
     lists,    identification   of   suppliers,    data,   plans,    blueprints,
     specifications, designs, drawings, recorded knowledge, surveys, engineering
     reports, test reports, manuals, materials standards,  processing standards,
     performance standards,  catalogs, computer and automatic machinery software
     and programs,  (d) all field repair data, sales data and other  information
     relating to sales or service of products now or hereafter manufactured, (e)
     all  accounting  information  and  all  media  in  which  or on  which  any
     information  or  knowledge or data or records may be recorded or stored and
     all  computer  programs  used  for  the  compilation  or  printout  of such
     information,  knowledge,  records  or  data,  (f) all  licenses,  consents,
     permits,  variances,  certifications and approvals of governmental agencies
     now or hereafter held by the Borrower, and (g) all causes of action, claims
     and  warranties  now or  hereafter  owned or  acquired  by the  Borrower in
     respect of any of the items listed above.

          "LENDERS"  has  the  meaning  ascribed  thereto  in  the  introductory
     paragraph of this Agreement.

          "LOAN  DOCUMENTS"  has the  meaning  ascribed  thereto  in the  second
     "Whereas" paragraph of this Agreement.

          "MEZZANINE AGENT" has the meaning ascribed thereto in the introductory
     paragraph of this Agreement.


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          "MEZZANINE   LENDERS"  has  the  meaning   ascribed   thereto  in  the
     introductory paragraph of this Agreement.

          "MEZZANINE  LOAN  AGREEMENT" has the meaning  ascribed  thereto in the
     second "Whereas" paragraph of this Agreement.

          "MEZZANINE LOANS" means the loans made by the Mezzanine Lenders to the
     Borrower under the Mezzanine Loan Agreement.

          "MEZZANINE  OBLIGATIONS"  means,  collectively,  the  principal of and
     interest on the  Mezzanine  Loans and all other  amounts  from time to time
     owing to the Mezzanine Lenders or the Mezzanine Agent by the Borrower under
     the Mezzanine Loan Agreement and this Agreement, including any such amounts
     arising after the commencement of any Insolvency Proceeding with respect to
     the Borrower  (and  including  the payment of  interest,  fees and expenses
     which  would  accrue  and  become  due  but for  the  commencement  of such
     Insolvency  Proceeding  whether or not such interest,  fees or expenses are
     allowed or allowable in whole or in part as a claim in any such  Insolvency
     Proceeding).

          "NYUCC"  means the Uniform  Commercial  Code as in effect from time to
     time in the State of New York.

          "PATENT COLLATERAL" means all Patents,  whether now owned or hereafter
     acquired by the Borrower, and all income,  royalties,  damages and payments
     now or  hereafter  due  and/or  payable  under  and with  respect  thereto,
     including  damages and payments for past or future  infringements  thereof,
     the right to sue for past, present and future  infringements  thereof,  and
     all rights corresponding thereto throughout the world.

          "PATENTS"  means all patents and patent  applications,  including  the
     inventions and improvements described and claimed therein together with the
     reissues,    divisions,    continuations,    renewals,    extensions    and
     continuations-in-part thereof.

          "PLEDGED EQUITY" means all shares of capital stock, or partnership and
     other ownership interest, of whatever class or character of any Person, now
     or hereafter  owned by the Borrower,  and all  certificates  evidencing the
     same.

          "SECURED OBLIGATIONS" means, collectively,  the Senior Obligations and
     the Mezzanine Obligations.

          "SECURED  PARTIES"  means,  collectively,  the Collateral  Agent,  the
     Senior Agent,  the Senior  Lenders,  the Mezzanine  Agent and the Mezzanine
     Lenders.

          "SENIOR AGENT" has the meaning  ascribed  thereto in the  introductory
     paragraph of this Agreement.

          "SENIOR  LENDERS" has the meaning ascribed thereto in the introductory
     paragraph of this Agreement.

          "SENIOR LOAN AGREEMENT" has the meaning  ascribed thereto in the first
     "Whereas" paragraph of this Agreement.

          "SENIOR  LOANS"  means the loans  made by the  Senior  Lenders  to the
     Borrower under the Senior Loan Agreement.

          "SENIOR  OBLIGATIONS"  means,  collectively,   the  principal  of  and
     interest on the Senior Loans and all other  amounts from time to time owing
     to the Senior  Lenders or the Senior Agent by the Borrower under the Senior
     Loan Agreement and the other Credit  Documents,  including any such amounts
     arising after the commencement of any Insolvency Proceeding with respect to
     the Borrower  (and  including  the payment of  interest,  fees and expenses
     which  would  accrue  and  become  due  but for  the  commencement  of such
     Insolvency  Proceeding  whether or not such interest,  fees or expenses are
     allowed or allowable in whole or in part as a claim in any such  Insolvency
     Proceeding).

          "SENIOR  OBLIGATIONS  PAYMENT DATE" means the date on which all of the
     Senior  Obligations shall have been paid in full and all of the Commitments
     of the Senior  Lenders  under the  Senior  Loan  Agreement  shall have been
     terminated,  PROVIDED  that,  if,  after the  payment in full of the Senior
     Obligations,  the  Senior  Agent or any  Senior  Lender  is for any  reason
     required to disgorge and  surrender all or any part of such payments to any
     Person for any reason,  then the Senior  Obligations shall be reinstated to
     the extent of such  disgorgement  or surrender  and the Senior  Obligations
     Payment Date shall be deemed not to have occurred.


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          "TRADEMARK  COLLATERAL"  means all  Trademarks,  whether  now owned or
     hereafter  acquired  by the  Borrower,  together,  in each  case,  with the
     product lines and goodwill of the business  connected  with the use of, and
     symbolized by, each such trade name, trademark and service mark.

          "TRADEMARKS"  means all trade  names,  trademarks  and service  marks,
     logos,  trademark  and service mark  registrations,  and  applications  for
     trademark  and  service  mark  registrations,  including  all  renewals  of
     trademark and service mark registrations.

          1.04 TERMS  GENERALLY.  The  definitions  of terms  herein shall apply
equally to the  singular  and plural  forms of the terms  defined.  Whenever the
context may require,  any pronoun  shall  include the  corresponding  masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed  by the phrase  "without  limitation".  The word "will"
shall be  construed  to have the same  meaning  and effect as the word  "shall".
Unless the context requires  otherwise (a) any definition of or reference to any
agreement,  instrument or other document  herein shall be construed as referring
to such  agreement,  instrument or other  document as from time to time amended,
supplemented  or  otherwise  modified  (subject  to  any  restrictions  on  such
amendments,  supplements or modifications  set forth herein),  (b) any reference
herein to any Person shall be construed to include such Person's  successors and
permitted assigns, (c) the words "herein",  "hereof" and "hereunder",  and words
of similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (d) all references herein to Annexes
and  Sections  shall be  construed  to refer to Annexes to and  Sections of this
Agreement  and  (e)  references  to  any  law,  constitution,  statute,  treaty,
regulation,  rule or  ordinance,  including  any  section or other part  thereof
(each,  for purposes of this Section 1.04, a "law"),  shall refer to that law as
amended,  supplemented or otherwise modified from time to time and shall include
any successor law.

          Section 2. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to the Secured Parties and the Collateral Agent that:

          (a) This Agreement creates a valid and continuing security interest in
     the  Collateral  in favor of the  Collateral  Agent for the  benefit of the
     Secured  Parties,  which  security  interest is perfected  and prior to all
     other Liens  (except for Liens  expressly  permitted by Section 6.02 of the
     Senior Loan Agreement or, at any time after the Senior Obligations  Payment
     Date, Section 6.02 of the Mezzanine Loan Agreement),  and is enforceable as
     such as against creditors of and purchasers from the Borrower.

          (b) The  Borrower  has good and  marketable  title and is the owner of
     each  item of  Collateral  free and  clear of any  Liens  except  for Liens
     expressly permitted by Section 6.02 of the Senior Loan Agreement or, at any
     time  after  the  Senior  Obligations  Payment  Date,  Section  6.02 of the
     Mezzanine Loan Agreement.

          (c) The  Borrower  has full right,  and has  received all consents and
     approvals  required  by the  terms of each item of  Collateral,  to grant a
     security  interest  in and  assign  and  pledge  its rights in such item of
     Collateral to the Collateral Agent.

          (d) The  Borrower  has  caused  the  filing of  appropriate  financing
     statements in the proper filing  offices in the  appropriate  jurisdictions
     under  applicable  law in order to perfect  the  security  interest  in the
     portion of the Collateral  pledged to the Collateral  Agent  hereunder that
     may be  perfected  by the  filing  of  Uniform  Commercial  Code  financing
     statements.

          (e) The Borrower has not  authorized the filing of and is not aware of
     any  financing  statements  against the Borrower  other than any  financing
     statement (a) relating to the security  interest  granted to the Collateral
     Agent hereunder, (b) that has been terminated, (c) relating to the security
     interest  granted  under the CDS  Security  Agreement or (d) that names the
     Collateral  Agent as the secured party. On the date of this Agreement,  the
     Borrower is not aware of any judgment, Pension Benefit Guaranty Corporation
     (or any successor trustee) or tax Lien filings against the Borrower.

          (f)  Each of the  Collection  Account,  the  Reserve  Account  and the
     Expense  Account is a Securities  Account and the Borrower has delivered to
     the  Collateral  Agent a fully  executed  agreement  pursuant  to which the
     securities intermediary for each such account has agreed to comply with all
     instructions  originated by the Collateral  Agent directing  disposition of
     the funds in such account  without  further  consent by the  Borrower.  The
     Accounts (as defined in the Operating Agreement) are not in the name of any
     Person other than the Borrower or the  Collateral  Agent.  The Borrower has
     not consented to the securities  intermediary of any such Account to comply
     with instructions of any Person other than the Collateral Agent.


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<PAGE>



          (g) All original  executed copies of each Instrument that  constitutes
     or evidences the Collateral have been delivered to the Collateral Agent, to
     the  extent  received  by the  Borrower.  None  of  such  Instruments  that
     constitute or evidence the Collateral has any marks or notations indicating
     that they are then pledged to any Person other than the Collateral Agent.

          (h) All  Certificated  Securities  that  constitute  or  evidence  the
     Collateral  have been  delivered  to the  Collateral  Agent,  to the extent
     received by the Borrower, registered in the name of the Collateral Agent or
     indorsed to the Collateral Agent.

          (i)  The  Borrower  has  caused  all  Uncertificated  Securities  that
     constitute or evidence the  Collateral to be either  registered in the name
     of the Collateral Agent or credited to one of the Accounts.

          (j) All Pledged  Equity in which the  Borrower  shall grant a security
     interest  pursuant  to  Section  3 will  (i) be  duly  authorized,  validly
     existing, fully paid and non-assessable (in the case of any equity interest
     in a corporation),  (ii) constitute legal, valid and binding obligations of
     the  Borrower  (in the case of any equity  interest in a  partnership)  and
     (iii) be duly issued and outstanding (in the case of any equity interest in
     any other entity), and none of such Pledged Equity is or will be subject to
     any contractual restriction, or any restriction under the charter, by-laws,
     partnership agreement or other organizational  instrument of the respective
     issuer of such Pledged  Equity,  upon the  transfer of such Pledged  Equity
     (except for any such restriction contained herein or in the Loan Documents,
     or under such organizational instruments).

          (k) Annex 1 sets forth a complete  and correct  list of all  copyright
     registrations,  patents,  patent applications,  trademark registrations and
     applications  owned by the Borrower on the date hereof.  To the  Borrower's
     knowledge, (i) there is no material violation by others of any right of the
     Borrower with respect to any of its  Copyrights,  Patents or Trademarks and
     (ii) the  Borrower  is not  infringing  in any  material  respect  upon any
     Copyright,  Patent  or  Trademark  of any  other  Person  and  no  material
     proceedings  alleging such infringement have been instituted or are pending
     against the Borrower.

          Section 3. COLLATERAL.  As collateral security for the payment in full
when due (whether at stated  maturity,  by  acceleration  or  otherwise)  of the
Secured  Obligations,  the Borrower  hereby pledges and grants to the Collateral
Agent,  for the  benefit of the  Secured  Parties  as  hereinafter  provided,  a
security interest in all of the Borrower's right,  title and interest in, to and
under the  following  property,  in each case  whether  tangible or  intangible,
wherever  located,  and whether now owned by the Borrower or hereafter  acquired
and whether now existing or hereafter coming into existence (all of the property
described  in  this  Section  3  being   collectively   referred  to  herein  as
"COLLATERAL"):

          (a) all Accounts:

          (b) all As-Extracted Collateral;

          (c) all Chattel Paper;

          (d) all Deposit Accounts;

          (e) all Documents;

          (f) all Equipment;

          (g) all Fixtures;

          (h) all General Intangibles;

          (i) all Goods;

          (j) the Equity Collateral;

          (k) all Instruments, including all Promissory Notes;

          (l) all Intellectual Property;

          (m) all Inventory;


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          (n) all Investment Property,  including all Securities, all Securities
     Accounts and all Security  Entitlements  with respect thereto and Financial
     Assets carried therein, and all Commodity Accounts and Commodity Contracts;

          (o) all Letter-of-Credit Rights;

          (p) all Commercial Tort Claims;

          (q) all other tangible and intangible  personal property whatsoever of
     the Borrower; and

          (r) all  Proceeds  of any of the  Collateral,  all  Accessions  to and
     substitutions  and  replacements  for,  any  of  the  Collateral,  and  all
     offspring,  rents,  profits and products of any of the Collateral,  and, to
     the extent related to any  Collateral,  all books,  correspondence,  credit
     files,  records,  invoices and other papers  (including  all tapes,  cards,
     computer runs and other papers and documents in the possession or under the
     control of the Borrower or any computer bureau or service company from time
     to time acting for the Borrower);

IT BEING  UNDERSTOOD,  HOWEVER,  that in no event  shall the  security  interest
granted under this Section 3 attach to any lease,  license,  contract,  property
rights or agreement to which the Borrower is a party (or to any of its rights or
interests thereunder) if the grant of such security interest would constitute or
result in either (i) the abandonment,  invalidation or  unenforceability  of any
right,  title  or  interest  of the  Borrower  therein  or (ii) in a  breach  or
termination  pursuant  to the  terms of, or a  default  under,  any such  lease,
license,  contract,  property rights or agreement (other than to the extent that
any such term would be rendered  ineffective  pursuant to Sections 9-406, 9-407,
9-408 or 9-409 of the NYUCC).

          Section 4. FURTHER ASSURANCES;  REMEDIES.  In furtherance of the grant
of the pledge and security  interest  pursuant to Section 3, the Borrower hereby
agrees with each Secured Party and the Collateral Agent as follows:

          4.01 DELIVERY AND OTHER PERFECTION. The Borrower shall:

          (a) if any of the Equity Collateral,  Investment Property or Financial
     Assets  pledged  by  the  Borrower  under  Section  3 are  received  by the
     Borrower,  forthwith either (x) deliver to the Collateral Agent such Equity
     Collateral,  Investment  Property and Financial  Asset  (together  with the
     certificates  or  instruments  for any such Equity  Collateral,  Investment
     Property or Financial  Assets duly Indorsed in blank or accompanied by such
     instruments  of  assignment  and transfer in such form and substance as the
     Collateral Agent may request), all of which thereafter shall be held by the
     Collateral Agent,  pursuant to the terms of this Agreement,  as part of the
     Collateral  or (y) take such other  action as the  Collateral  Agent  shall
     reasonably  deem  necessary  or  appropriate  to duly  record or  otherwise
     perfect the Lien created  hereunder in such Equity  Collateral,  Investment
     Property and Financial Assets pursuant to Section 3;

          (b)  deliver  and  pledge  to  the   Collateral   Agent  any  and  all
     Instruments,  Indorsed and/or accompanied by such instruments of assignment
     and  transfer  in such  form and  substance  as the  Collateral  Agent  may
     request;

          (c) give, execute, deliver, file, record, authorize or obtain all such
     financing  statements,  notices,  instruments,   documents,  agreements  or
     consents or other papers, and take such other actions,  as may be necessary
     or desirable (in the judgment of the Collateral Agent) to create, preserve,
     perfect or validate the security  interest  granted  pursuant  hereto or to
     enable the  Collateral  Agent to exercise and enforce its rights  hereunder
     with respect to such pledge and security interest, including, following the
     occurrence and during the  continuance of an Event of Default,  causing any
     or all of the Equity  Collateral to be  transferred of record into the name
     of the  Collateral  Agent or its nominee (and the  Collateral  Agent agrees
     that if any Equity  Collateral is transferred  into its name or the name of
     its nominee,  the  Collateral  Agent will  thereafter  promptly give to the
     Borrower  copies of any  notices  and  communications  received  by it with
     respect to the Equity Collateral pledged by the Borrower hereunder);

          (d)  keep  full  and  accurate  books  and  records  relating  to  the
     Collateral,  and stamp or  otherwise  mark such  books and  records in such
     manner as the Collateral  Agent may reasonably  require in order to reflect
     the security interests granted by this Agreement;

          (e) permit  representatives  of the Collateral  Agent, upon reasonable
     notice,  at any time  during  normal  business  hours to  inspect  and make
     abstracts  from its books and records  pertaining  to the  Collateral,  and
     permit  representatives  of  the  Collateral  Agent  to be  present  at the
     Borrower's  place of business to receive copies of all  communications  and
     remittances  relating to the Collateral,  and forward copies of any notices
     or communications  received by the Borrower with respect to the Collateral,
     all in such manner as the Collateral Agent may require; and


                                       6
<PAGE>



          (f)  execute  and  deliver  and  cause to be filed  such  continuation
     statements,  and do such  other acts and  things,  as may be  necessary  to
     maintain the perfection of the security interest granted pursuant hereto.

          4.02  OTHER  FINANCING  STATEMENTS  AND  LIENS.  Except  as  otherwise
permitted  under Section 6.02 of the Senior Loan Agreement or, at any time after
the  Senior  Obligations  Payment  Date,  Section  6.02  of the  Mezzanine  Loan
Agreement, without the prior written consent of the Collateral Agent (granted at
the  direction of the  Controlling  Party),  the Borrower  shall not (a) file or
suffer to be on file,  or authorize  or permit to be filed or to be on file,  in
any jurisdiction, any financing statement or like instrument with respect to the
Collateral in which the Collateral  Agent is not named as the sole secured party
for the benefit of the Secured Parties,  or (b) cause or permit any other Person
other than the Collateral  Agent to have "control" (as defined in Section 9-104,
9-105,  9-106 or 9-107 of the NYUCC) of any Deposit Account,  Electronic Chattel
Paper,  Investment Property or  Letter-of-Credit  Right constituting part of the
Collateral.

          4.03  PRESERVATION  OF  RIGHTS.  The  Collateral  Agent  shall  not be
required to take steps necessary to preserve any rights against prior parties to
any of the Collateral.

          4.04 SPECIAL PROVISIONS RELATING TO CERTAIN COLLATERAL.

          (a) SPECIAL PROVISIONS RELATING TO EQUITY COLLATERAL.

               (i) So long as no Event of  Default  shall have  occurred  and be
     continuing,  the  Borrower  shall have the right to  exercise  all  voting,
     consensual  and  other  powers  of  ownership   pertaining  to  the  Equity
     Collateral  for all  purposes  not  inconsistent  with  the  terms  of this
     Agreement, the Loan Documents or any other instrument or agreement referred
     to herein or therein,  PROVIDED  that the Borrower  agrees that it will not
     vote the Equity  Collateral  in any manner  that is  inconsistent  with the
     terms of this Agreement, the Loan Documents or any such other instrument or
     agreement,  and the  Collateral  Agent  shall  execute  and  deliver to the
     Borrower or cause to be executed  and  delivered  to the  Borrower all such
     proxies,  powers of attorney and other  orders,  and all such  instruments,
     without recourse, as the Borrower may reasonably request for the purpose of
     enabling  the  Borrower  to exercise  the rights and powers  which they are
     entitled to exercise pursuant to this Section 4.04(a)(i).

               (ii) Unless and until an Event of Default shall have occurred and
     be  continuing,  the  Borrower  shall be entitled to receive and retain any
     dividends,  distributions or proceeds on the Equity Collateral paid in cash
     out of earned surplus.

          (b) INTELLECTUAL PROPERTY.

               (i) For the purpose of enabling the Collateral  Agent to exercise
     rights and remedies under Section 4.05 at such time as the Collateral Agent
     shall be lawfully entitled to exercise such rights and remedies, and for no
     other purpose,  the Borrower hereby grants to the Collateral  Agent, to the
     extent  assignable,  an  irrevocable,  non-exclusive  license  (exercisable
     without  payment of royalty or other  compensation to the Borrower) to use,
     assign, license or sublicense any of the Intellectual Property now owned or
     hereafter  acquired  by the  Borrower,  wherever  the same may be  located,
     including  in such license  reasonable  access to all media in which any of
     the licensed  items may be recorded or stored and to all computer  programs
     used for the compilation or printout thereof.

               (ii)  Notwithstanding  anything contained herein to the contrary,
     but subject to the  provisions of Section 6.03 of the Senior Loan Agreement
     (or, at any time after the Senior Obligations Payment Date, Section 6.03 of
     the  Mezzanine  Loan  Agreement)  that limit the rights of the  Borrower to
     dispose of its property, so long as no Event of Default shall have occurred
     and be continuing,  the Borrower will be permitted to exploit,  use, enjoy,
     protect,  license,  sublicense,  assign,  sell,  dispose  of or take  other
     actions with respect to the Intellectual Property in the ordinary course of
     the business of the Borrower.  In furtherance  of the foregoing,  unless an
     Event of Default  shall have  occurred and be  continuing,  the  Collateral
     Agent shall from time to time,  upon the request of the  Borrower,  execute
     and deliver any instruments,  certificates or other documents,  in the form
     so requested,  that the Borrower shall have certified are  appropriate  (in
     its  judgment) to allow it to take any action  permitted  above  (including
     relinquishment  of the license provided  pursuant to clause (i) immediately
     above as to any specific Intellectual Property).  Further, upon the payment
     in full of all of the Secured  Obligations and  cancellation or termination
     of the commitments  under the Loan Documents or earlier  expiration of this
     Agreement or release of the  Collateral,  the Collateral  Agent shall grant
     back to the Borrower the license granted pursuant to clause (i) immediately
     above.  The  exercise  of rights and  remedies  under  Section  4.05 by the
     Collateral  Agent  shall not  terminate  the  rights of the  holders of any
     licenses or  sublicenses  theretofore  granted by the  Collateral  Agent in
     accordance with the first sentence of this clause (ii).


                                       7
<PAGE>



          4.05 EVENTS OF DEFAULT,  ETC.  During the period during which an Event
of Default shall have occurred and be  continuing,  and subject to the terms and
conditions set forth in Articles XII and XIII of the Operating Agreement:

               (a)  the  Collateral  Agent  (acting  at  the  direction  of  the
     Controlling Party) may appoint a special manager to manage the Collateral;

               (b) the Borrower  shall,  at the request of the Collateral  Agent
     (acting at the direction of the Controlling Party), assemble the Collateral
     owned  by  it at  such  place  or  places,  reasonably  convenient  to  the
     Collateral Agent and the Borrower, designated in such request;

               (c)  the  Collateral  Agent  (acting  at  the  direction  of  the
     Controlling Party) may make any reasonable  compromise or settlement deemed
     desirable  with respect to any of the Collateral and may extend the time of
     payment, arrange for payment in installments, or otherwise modify the terms
     of, any of the Collateral;

               (d)  the  Collateral  Agent  shall  have  all of the  rights  and
     remedies with respect to the  Collateral of a secured party under the NYUCC
     (whether  or  not  the  Uniform   Commercial  Code  is  in  effect  in  the
     jurisdiction   where  the  rights  and  remedies  are  asserted)  and  such
     additional  rights and remedies to which a secured party is entitled  under
     the laws in  effect  in any  jurisdiction  where any  rights  and  remedies
     hereunder  may be  asserted,  including  the right,  to the maximum  extent
     permitted  by law, to exercise all voting,  consensual  and other powers of
     ownership  pertaining to the Collateral as if the Collateral Agent were the
     sole and absolute  owner thereof (and the Borrower  agrees to take all such
     action as may be appropriate to give effect to such right);

               (e)  the  Collateral  Agent  (acting  at  the  direction  of  the
     Controlling  Party)  may,  in its  name or in the name of the  Borrower  or
     otherwise, demand, sue for, collect or receive any money or property at any
     time  payable or  receivable  on account of or in  exchange  for any of the
     Collateral, but shall be under no obligation to do so; and

               (f)  the  Collateral  Agent  (acting  at  the  direction  of  the
     Controlling Party) may, upon ten Business Days' prior written notice to the
     Borrower of the time and place,  with respect to the Collateral or any part
     thereof which shall then be or shall  thereafter  come into the possession,
     custody or control of the  Collateral  Agent,  the  holders of the  Secured
     Obligations  or any of their  respective  agents,  sell,  lease,  assign or
     otherwise  dispose of all or any part of such Collateral,  at such place or
     places as the Collateral  Agent (acting at the direction of the Controlling
     Party)  deems  best,  and for cash or for  credit  or for  future  delivery
     (without  thereby  assuming any credit  risk),  at public or private  sale,
     without  demand of  performance  or notice of  intention to effect any such
     disposition  or of the time or place  thereof  (except  such  notice  as is
     required  above or by  applicable  statute and cannot be  waived),  and the
     Collateral Agent or any holder of any Secured Obligation or anyone else may
     be  the  purchaser,  lessee,  assignee  or  recipient  of any or all of the
     Collateral  so disposed of at any public sale (or, to the extent  permitted
     by law, at any private sale) and thereafter hold the same absolutely,  free
     from any claim or right of whatsoever  kind,  including any right or equity
     of redemption (statutory or otherwise),  of the Borrower,  any such demand,
     notice and right or equity being hereby expressly  waived and released.  In
     the  event of any  sale,  assignment,  or other  disposition  of any of the
     Trademark  Collateral,  the goodwill  connected  with and symbolized by the
     Trademark  Collateral  subject to such disposition  shall be included.  The
     Collateral  Agent (acting at the direction of the  Controlling  Party) may,
     without notice or publication,  adjourn any public or private sale or cause
     the same to be adjourned from time to time by  announcement at the time and
     place fixed for the sale, and such sale may be made at any time or place to
     which the sale may be so adjourned.

The proceeds of each collection,  sale or other  disposition  under this Section
4.05,  including  by  virtue  of the  exercise  of the  license  granted  to the
Collateral Agent in Section 4.04(b), shall be applied in accordance with Section
4.09.

               The Borrower  recognizes that, by reason of certain  prohibitions
contained  in the  Securities  Act of 1933,  as amended,  and  applicable  state
securities laws, the Collateral Agent may be compelled, with respect to any sale
of all or any part of the  Collateral,  to limit  purchasers  to those  who will
agree, among other things, to acquire the Collateral for their own account,  for
investment  and not  with a view to the  distribution  or  resale  thereof.  The
Borrower  acknowledges that any such private sales may be at prices and on terms
less favorable to the Collateral  Agent than those  obtainable  through a public
sale without such restrictions,  and, notwithstanding such circumstances,  agree
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 Collateral for
the period of time necessary to permit the respective issuer thereof to register
it for public sale.

               The Borrower  agrees that to the extent the  Collateral  Agent is
required by applicable law to give reasonable  prior notice of any sale or other
disposition  of any  Collateral,  ten  Business  Days' notice shall be deemed to
constitute reasonable prior notice.

               Notwithstanding  anything contained herein to the contrary, at no
time prior to the Senior  Obligations  Payment Date shall the  Collateral  Agent
sell all or any part of the  Collateral  without  the  consent of the  Mezzanine


                                       8
<PAGE>



Agent unless the  aggregate  amount of the proceeds  received from any such sale
shall  be  sufficient  to pay in  full  all of the  Senior  Obligations  and the
Mezzanine Obligations.

          4.06  DEFICIENCY.  If  the  proceeds  of  sale,  collection  or  other
realization of or upon the Collateral  pursuant to Section 4.05 are insufficient
to cover the costs and expenses of such  realization  and the payment in full of
the Secured Obligations, the Borrower shall remain liable for any deficiency.

          4.07 LOCATIONS;  NAMES. Without at least 30 days' prior written notice
to the  Collateral  Agent,  the  Borrower  shall not (i) change its location (as
defined in Section 9-307 of the Uniform  Commercial  Code), (ii) change its name
or (iii)  agree to or  authorize  any  modification  of the terms of any item of
Collateral  that would result in a change  thereof  from one Uniform  Commercial
Code  category to another such  category  (such as from a General  Intangible to
Investment  Property),  if the  effect  thereof  would be to result in a loss of
perfection  of, or diminution of priority  for, the security  interests  created
hereunder in such item of Collateral, or the loss of control (within the meaning
of  Section  9-104,  9-105,  9-106 or  9-107 of the  NYUCC)  over  such  item of
Collateral.

          4.08 PRIVATE SALE. The Collateral  Agent and the Secured Parties shall
incur no  liability  as a  result  of the  sale of the  Collateral,  or any part
thereof,   at  any  private  sale  pursuant  to  Section  4.05  conducted  in  a
commercially  reasonable  manner.  The Borrower hereby waives any claims against
the Collateral Agent or any Secured Party arising by reason of the fact that the
price at which the Collateral may have been sold at such a private sale was less
than the price that might have been  obtained  at a public sale or was less than
the aggregate  amount of the Secured  Obligations,  even if the Collateral Agent
accepts the first offer  received and does not offer the Collateral to more than
one offeree.

          4.09 APPLICATION OF PROCEEDS. The Proceeds of any collection,  sale or
other realization of all or any part of the Collateral  pursuant hereto, and any
other  cash at the time held by the  Collateral  Agent  under  Section 3 or this
Section 4, shall be deposited in the Collection  Account or the Reserve Account,
as applicable,  and applied by the Collateral  Agent in accordance with Sections
13.1 and 13.3 of the Operating Agreement.

          4.10  ATTORNEY-IN-FACT.  Without limiting any rights or powers granted
by this Agreement to the Collateral Agent while no Event of Default has occurred
and is continuing,  upon the occurrence and during the  continuance of any Event
of Default the Collateral Agent is hereby appointed the  attorney-in-fact of the
Borrower  for the purpose of carrying out the  provisions  of this Section 4 and
taking any action and executing any  instruments  that the Collateral  Agent may
deem necessary or advisable to accomplish the purposes hereof, which appointment
as  attorney-in-fact  is  irrevocable  and  coupled  with an  interest.  Without
limiting the generality of the foregoing,  so long as the Collateral Agent shall
be  entitled  under  this  Section  4 to  make  collections  in  respect  of the
Collateral,  the  Collateral  Agent  shall have the right and power to  receive,
Indorse  and  collect  all  checks  made  payable  to the order of the  Borrower
representing  any  dividend,  payment  or other  distribution  in respect of the
Collateral or any part thereof and to give full discharge for the same.

          4.11 PERFECTION AND RECORDATION.  Except as otherwise  provided below,
prior to or concurrently with the execution and delivery of this Agreement,  the
Borrower shall

          (a) file such financing statements and other documents in such offices
     as the  Collateral  Agent may  request to perfect  the  security  interests
     granted by Section 3 of this Agreement,

          (b) execute,  deliver and record such short form  security  agreements
     relating to Collateral consisting of the Trademarks as the Collateral Agent
     may reasonably request, and

          (c) enter into such account control agreements (and obtain the written
     agreement with respect  thereto from the applicable  financial  institution
     where each  Deposit  Account or  Securities  Account is  located) as may be
     necessary  to perfect the security  interests  granted by Section 3 of this
     Agreement with respect to all Deposit Accounts and Securities Accounts.

Without limiting the foregoing,  the Borrower  consents that Uniform  Commercial
Code financing statements may be filed describing the Collateral as "all assets"
of the Borrower, PROVIDED that no such description shall be deemed to modify the
description of Collateral set forth in Section 3.

          4.12 TERMINATION. When all Secured Obligations shall have been paid in
full and the  commitments  of the Lenders  under the Loan  Documents  shall have
expired or been terminated,  this Agreement shall terminate,  and the Collateral
Agent shall forthwith cause to be assigned,  transferred and delivered,  against
receipt but without any recourse,  warranty or  representation  whatsoever,  any


                                       9
<PAGE>



remaining  Collateral and money received in respect thereof,  to or on the order
of the Borrower and to be released and canceled all licenses and rights referred
to in Section  4.04(b).  The Collateral  Agent shall also, at the expense of the
Borrower, execute and deliver to the Borrower upon such termination such Uniform
Commercial Code termination  statements and such other documentation as shall be
reasonably  requested by the Borrower to effect the  termination  and release of
the Liens on the Collateral.

          4.13 FURTHER  ASSURANCES.  The Borrower agrees that, from time to time
upon the written request of the Collateral  Agent, the Borrower will execute and
deliver  such  further  documents  and do such  other  acts  and  things  as the
Collateral Agent may reasonably request in order fully to effect the purposes of
this Agreement.  The Collateral  Agent shall release any Lien covering any asset
that has been disposed of pursuant to Section 6.03 of the Senior Loan  Agreement
or, at any time after the Senior  Obligations  Payment Date, Section 6.03 of the
Mezzanine Loan Agreement.

          Section 5. THE COLLATERAL AGENT.

          Each of the Agents hereby irrevocably appoints the Collateral Agent as
its agent and authorizes the Collateral Agent to take such actions on its behalf
and to exercise  such powers as are  delegated  to the  Collateral  Agent by the
terms hereof, together with such actions and powers as are reasonably incidental
thereto.

          The Collateral  Agent shall not have any duties or obligations  except
those  expressly  set forth  herein.  Without  limiting  the  generality  of the
foregoing,  (a) the  Collateral  Agent shall not be subject to any  fiduciary or
other implied duties,  regardless of whether a "Default" under any Loan Document
has occurred and is continuing, (b) the Collateral Agent shall not have any duty
to take any discretionary  action or exercise any discretionary  powers,  except
discretionary   rights  and  powers  expressly   contemplated  hereby  that  the
Collateral  Agent  is  required  to  exercise  in  writing  as  directed  by the
Controlling  Party, and (c) except as expressly set forth herein, the Collateral
Agent  shall not have any duty to  disclose,  and  shall  not be liable  for the
failure  to  disclose,   any  information  relating  to  the  Borrower  that  is
communicated  to or obtained by the bank serving as  Collateral  Agent or any of
its Affiliates in any capacity. The Collateral Agent shall not be liable for any
action  taken or not  taken  by it with the  consent  or at the  request  of the
Controlling  Party or in the  absence  of its own  gross  negligence  or  wilful
misconduct.  The  Collateral  Agent shall be deemed not to have knowledge of any
Event of  Default  unless  and  until  written  notice  thereof  is given to the
Collateral  Agent by the Borrower or a Secured Party,  and the Collateral  Agent
shall not be  responsible  for or have any duty to ascertain or inquire into (i)
any statement,  warranty or  representation  made in or in connection  with this
Agreement,  (ii) the  contents  of any  certificate,  report  or other  document
delivered  hereunder  or  in  connection  herewith,  (iii)  the  performance  or
observance of any of the covenants,  agreements or other terms or conditions set
forth herein or (iv) the validity, enforceability,  effectiveness or genuineness
of this Agreement or any other agreement, instrument or document.

          If,  with  respect  to a  proposed  action  to be  taken  by  it,  the
Collateral Agent shall reasonably  conclude in good faith that the provisions of
this Agreement  relating to the functions or  responsibilities  or discretionary
powers of the  Collateral  Agent are or may be  ambiguous or  inconsistent,  the
Collateral  Agent shall  notify the Secured  Parties,  identifying  the proposed
action  and  the  provisions  that  it  considers  are or may  be  ambiguous  or
inconsistent,  and may decline either to perform such function or responsibility
or to exercise  such  discretionary  power  unless it has  received  the written
confirmation of the Controlling  Party that the Controlling Party concurs in the
circumstances  that the action  proposed to be taken by the Collateral  Agent is
consistent  with the terms of this  Agreement or is otherwise  appropriate.  The
Collateral Agent shall be fully protected in acting,  or refraining from acting,
under this Agreement in accordance  with such  confirmation  of the  Controlling
Party  in this  respect,  and  such  confirmation  shall  be  binding  upon  the
Collateral Agent and upon the Secured Parties.

          The  Collateral  Agent shall be  entitled to rely upon,  and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement,  instrument,  document or other writing  believed by it to be genuine
and to have been signed or sent by the proper Person.  The Collateral Agent also
may rely upon any statement made to it orally or by telephone and believed by it
to be made by the proper  Person,  and shall not incur any liability for relying
thereon. The Collateral Agent may consult with legal counsel (who may be counsel
for the Borrower), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in  accordance  with
the advice of any such counsel, accountants or experts.

          The  Collateral  Agent may perform any and all its duties and exercise
its rights and powers by or through any one or more sub-agents  appointed by the
Collateral  Agent.  The Collateral  Agent and any such sub-agent may perform any
and all its duties and exercise its rights and powers  through their  respective
Related Parties.  The exculpatory  provisions of the preceding  paragraphs shall
apply to any such sub-agent and to the Related  Parties of the Collateral  Agent
and any such sub-agent.

          The  Collateral  Agent's  sole  duties  with  respect to the  custody,
safekeeping and the preservation of the Collateral in its possession shall be to
deal with such  Collateral in accordance  with the  provisions of this Agreement
and in the same manner as it deals with  similar  property  for its own account.
Except to the extent  otherwise  instructed in accordance with the terms of this
Agreement and as otherwise provided hereunder, the Collateral Agent shall not be
liable for failure to demand, collect or realize upon any of the Collateral, and
the  Collateral  Agent shall not be under any  obligation  to sell or  otherwise


                                       10
<PAGE>



dispose of any of the  Collateral  or to take any other action  whatsoever  with
respect to the  Collateral  upon the request of the Borrower.  The rights of the
Collateral Agent and the Secured Parties hereunder as against the Borrower shall
not be conditioned or contingent upon the pursuit by the Collateral Agent or the
Secured  Parties of any right,  power or remedy  against the Borrower or against
any other Person which may be or become  liable in respect of all or any part of
the Collateral.

          Subject to the  appointment  and acceptance of a successor  Collateral
Agent as provided in this paragraph, the Collateral Agent may resign at any time
by  notifying  the  Agents  and the  Borrower.  Upon any such  resignation,  the
Controlling  Party shall have the right, in consultation  with the Borrower,  to
appoint  a  successor.  If no  successor  shall  have been so  appointed  by the
Controlling Party and shall have accepted such appointment  within 30 days after
the retiring Collateral Agent gives notice of its resignation, then the retiring
Collateral  Agent may,  on behalf of the  Secured  Parties,  appoint a successor
Collateral  Agent which shall be a bank with an office in New York, New York, or
an  Affiliate  of any such  bank.  Upon the  acceptance  of its  appointment  as
Collateral  Agent hereunder by a successor,  such successor shall succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Collateral Agent, and the retiring Collateral Agent shall be discharged from its
duties  and  obligations  hereunder.  The  fees  payable  by the  Borrower  to a
successor Collateral Agent shall be the same as those payable to its predecessor
unless  otherwise  agreed  between the  Borrower and such  successor.  After the
Collateral Agent's resignation  hereunder,  the provisions of this Section shall
continue  in effect  for the  benefit of such  retiring  Collateral  Agent,  its
sub-agents and their respective  Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Collateral Agent.

          Section 6. SUBORDINATION.

          6.01 SUBORDINATION OF MEZZANINE OBLIGATIONS.  The Borrower, for itself
and its successors and assigns,  covenants and agrees,  and the Mezzanine Agent,
on behalf of each Mezzanine Lender (including each subsequent Mezzanine Lender),
likewise covenants and agrees, that the Mezzanine  Obligations,  and the payment
from whatever source of the principal of, and interest on, the Mezzanine  Loans,
are hereby expressly made subordinate and junior and subject in right of payment
to the prior payment in full in cash of all Senior Obligations to the extent and
in the manner set forth in Section 13.3 of the Operating  Agreement.  At no time
prior to the Senior  Obligations  Payment Date shall the Mezzanine  Agent or any
Mezzanine Lender give instructions or directions to the Collateral Agent and, in
any event,  the  Collateral  Agent  shall not comply  with any  instructions  or
directions  given to it by the Mezzanine Agent or any Mezzanine Lender until the
Senior Obligations  Payment Date shall have occurred.  Each holder of the Senior
Obligations,  whether now outstanding or hereafter created, incurred, assumed or
guaranteed,  shall be deemed to have acquired its Senior Obligations in reliance
upon the provisions contained in this Agreement.

          If (a) the  maturity of the Senior  Loans shall have been  accelerated
pursuant to the provisions of Article VII of the Senior Loan Agreement,  (b) the
maturity  of the  Mezzanine  Loans shall have been  accelerated  pursuant to the
provisions  of Article  VII of the  Mezzanine  Loan  Agreement,  (c) no Event of
Default (as defined in the Mezzanine Loan Agreement)  shall have occurred and be
continuing on the date of such acceleration  other than by reason of an Event of
Default (as defined in the Mezzanine Loan Agreement) based upon the acceleration
of the maturity of the Senior Loans, (d) after the date of such acceleration the
Senior Lenders shall duly rescind and annul such acceleration of the maturity of
the Senior Loans previously effected by them in accordance with the terms of the
Senior Loan Agreement,  and (e) on the date of such rescission and annulment, no
Event of  Default  (as  defined  in the  Mezzanine  Loan  Agreement)  shall have
occurred  and be  continuing  other  than by reason of an Event of  Default  (as
defined in the Mezzanine  Loan  Agreement)  based upon the  acceleration  of the
maturity of the Senior  Loans  (including  the failure to pay  principal  of and
interest  on the  Mezzanine  Loans that  becomes  due solely as a result of such
acceleration of the maturity of the Mezzanine Loans),  then such acceleration of
the maturity of the  Mezzanine  Loans shall  thereupon be deemed  rescinded  and
annulled  without  action on the part of the  Mezzanine  Agent or any  Mezzanine
Lender,  but such  rescission  and annulment  shall not affect the rights of any
Mezzanine  Lender with respect to any  subsequent  or other  default or Event of
Default that may occur.

          In the event that,  notwithstanding  the foregoing  provisions of this
Section 6, any Mezzanine  Lender shall have  received any payment  prohibited by
the foregoing  provisions of this Section 6, including any such payment  arising
out  of  the  exercise  by  any  Mezzanine  Lender  of a  right  of  set-off  or
counterclaim,  any such payment received by reason of other  indebtedness of the
Borrower being subordinated to the Mezzanine Loans and any such payment received
by reason of any Mezzanine Lender exercising any of their rights with respect to
the Collateral, then, and in any such event, such payment shall be held in trust
for the  benefit of, and shall be  immediately  paid over or  delivered  to, the
Collateral  Agent,  to be  deposited  into the  Collection  Account  or  Reserve
Account,  as applicable,  and paid in accordance  with Sections 13.1 and 13.3 of
the Operating Agreement.

          The Mezzanine Lenders agree not to initiate,  prosecute or participate
in any  claim,  action  or  other  proceeding  challenging  the  enforceability,
validity,  perfection  or  priority of the Senior  Obligations  or any liens and
security  interests securing the Senior Obligations or any actions of the Senior
Agent,  the Senior  Lenders  or the  Collateral  Agent  (acting on behalf of the
Senior Agent and the Senior Lenders) in respect of their  performance,  exercise
or enforcement of their rights hereunder and in the Collateral,  so long as such
performance,  exercise or enforcement is consistent  with the provisions of this
Agreement.


                                       11
<PAGE>



          6.02  PAYMENT  PERMITTED  IF NO  DEFAULT.  Nothing  contained  in this
Agreement  shall affect the  obligation  of the Borrower to make (or prevent the
Borrower  from making)  optional or required  prepayments  of  principal  of, or
interest and fees (if any) on, the Mezzanine  Loans or any other amount  payable
by the  Borrower  in  respect of the  Mezzanine  Loans,  PROVIDED  that all such
payments shall be subject to and paid in accordance  with Sections 13.1 and 13.3
of the Operating Agreement.

          6.03 PROVISIONS  SOLELY TO DEFINE RELATIVE  RIGHTS.  The provisions of
this  Section 6 are and are  intended  solely for the  purpose of  defining  the
relative rights of the Mezzanine  Lenders on the one hand and the Senior Lenders
on the other hand.  Nothing  contained  in this  Section 6 or  elsewhere in this
Agreement is intended to or shall:

          (a) impair,  as among the Borrower and its  creditors  (other than the
     Senior Lenders and the Mezzanine Lenders),  the obligation of the Borrower,
     which is absolute and  unconditional,  to pay to the Mezzanine  Lenders the
     principal of and interest on the Mezzanine  Loan as and when the same shall
     become due and payable in accordance with their terms; and

          (b) affect the relative  rights  against the Borrower of the Mezzanine
     Lenders and creditors of the Borrower (other than the Senior Lenders).

          6.04 NO WAIVER OF  SUBORDINATION  PROVISIONS.  No right of the  Senior
Agent or any Senior Lender to enforce  subordination as herein provided shall at
any time in any way be  prejudiced  or  impaired by any act or failure to act on
the part of the Borrower or by any act or failure to act, in good faith,  by the
Senior Agent or any Senior Lender, or by any non-compliance by the Borrower with
the  terms,  provisions  and  covenants  of this  Section 6,  regardless  of any
knowledge thereof the Senior Agent or any Senior Lender may have or be otherwise
charged with.

          Without in any way limiting the generality of the foregoing paragraph,
the Senior Lenders may,  subject to the terms of the Senior Loan  Agreement,  at
any  time and from  time to  time,  without  the  consent  of or  notice  to any
Mezzanine Lender,  without incurring  responsibility to any Mezzanine Lender and
without impairing or releasing the  subordination  provided in this Section 6 or
the obligations  hereunder of any Mezzanine Lender to the Senior Lenders, do any
one or more of the following: (a) change the time, manner or place of payment of
Senior  Loans,  or  otherwise  modify or  supplement  in any  respect any of the
provisions of the Senior Loan  Agreement or any other  instrument  evidencing or
relating to any of the Senior Loans;  (b) sell,  exchange,  release or otherwise
deal with any property  pledged,  mortgaged or otherwise  securing Senior Loans;
(c) release any Person liable in any manner for the  collection of Senior Loans;
and (d) exercise or refrain from  exercising any rights against the Borrower and
any other Person.

          6.05  LIQUIDATION,  DISSOLUTION,  BANKRUPTCY.  In  the  event  of  any
Insolvency Proceeding involving the Borrower or any of its properties:

          (a) each Mezzanine Lender hereby  irrevocably  appoints the Collateral
     Agent its agent and  attorney-in-fact  to make, file and present (acting at
     the direction of the Controlling Party) for and on behalf of such Mezzanine
     Lender a proof or proofs of claims  against  any  obligor on account of the
     Mezzanine  Obligations  if,  within  thirty days prior to the  deadline for
     filing  thereof,  such  Mezzanine  Lender  has failed to file such proof or
     proofs of claim; and

          (b) the  Senior  Obligations  shall  continue  to be treated as Senior
     Obligations  and the provisions of this Agreement  shall continue to govern
     the relative  rights and priorities of the Senior Lenders and the Mezzanine
     Lenders  even if all or  part of the  Senior  Obligations  or the  security
     interests  securing the Senior  Obligations  are  subordinated,  set aside,
     avoided,  invalidated or disallowed in connection  with any such Insolvency
     Proceeding,  and  this  Agreement  shall be  reinstated  if at any time any
     payment of any of the Senior  Obligations is rescinded or must otherwise be
     returned by any holder of Senior  Obligations or any representative of such
     holder.


                                       12
<PAGE>



          6.06 STANDSTILL. Unless the Senior Obligations Payment Date shall have
occurred,  the Mezzanine Lenders shall not, without the prior written consent of
the Senior  Agent,  take any  Enforcement  Action with respect to the  Mezzanine
Obligations,  PROVIDED  that the  Mezzanine  Lenders  may file  proofs  of claim
against the Borrower in any Insolvency Proceeding involving the Borrower.

          6.07 RELIANCE ON JUDICIAL ORDER OR  CERTIFICATE OF LIQUIDATION  AGENT.
Upon any payment or distribution  of assets of the Borrower  referred to in this
Section 6, the Mezzanine  Agent and the  Mezzanine  Lenders shall be entitled to
rely upon any order or decree entered by any court of competent  jurisdiction in
which such insolvency, bankruptcy,  receivership,  liquidation,  reorganization,
dissolution,  winding  up  or  similar  case  or  proceeding  is  pending,  or a
certificate  of  the  trustee  in  bankruptcy,  receiver,  liquidating  trustee,
custodian,  assignee for the benefit of creditors,  agent or other Person making
such payment or distribution, delivered to the Mezzanine Agent and the Mezzanine
Lenders,  for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution,  the Senior Lenders and other  indebtedness of the
Borrower,  the amount thereof or payable thereon,  the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Section 6.

          6.08  SUBORDINATION  TO CDS HOLDERS.  Each of the Senior Agent and the
Mezzanine  Agent,  on  behalf  of  the  respective   holders  of  the  Mezzanine
Obligations and the Senior  Obligations,  agrees that all Liens in favor of said
holders  now or  hereafter  existing  with  respect to the  Collateral  shall be
subject, subordinate and junior in all respects to the Liens in favor of the CDS
Holders (as defined in the CDS Security  Agreement)  now or  hereafter  existing
with respect to the "Collateral" as defined in the CDS Security  Agreement.  The
CDS  Holders  shall  be  express  third  party  beneficiaries  of the  foregoing
agreements.

          Section 7. MISCELLANEOUS.

          7.01 NOTICES.  All notices,  requests,  consents and demands hereunder
shall be in writing and telecopied or delivered to the intended recipient at its
"Address  for  Notices"  specified  pursuant to Section  9.01 of the Senior Loan
Agreement and Section 9.01 of the Mezzanine Loan Agreement,  as applicable,  and
shall be deemed to have been given at the times  specified  in said Section 9.01
or Section 9.01, as applicable.

          7.02 NO WAIVER.  No failure on the part of the Collateral Agent or any
Secured  Party to  exercise,  and no course of dealing  with  respect to, and no
delay in exercising,  any right,  power or remedy  hereunder  shall operate as a
waiver thereof; nor shall any single or partial exercise by the Collateral Agent
or any Secured Party of any right,  power or remedy hereunder preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
The  remedies  herein  are  cumulative  and are not  exclusive  of any  remedies
provided by law.

          7.03  AMENDMENTS,  ETC.  The terms of this  Agreement  may be  waived,
altered  or  amended  only by an  instrument  in writing  duly  executed  by the
Borrower,  the Collateral  Agent and each Agent (with any consent required under
Section  9.02 of each Loan  Document).  Any such  amendment  or waiver  shall be
binding  upon the  Collateral  Agent and each  Agent,  each holder of any of the
Secured Obligations and the Borrower.

          7.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

          (a) COSTS AND  EXPENSES.  The  Borrower  shall pay (i) all  reasonable
     out-of-pocket expenses incurred by the Collateral Agent and its Affiliates,
     including the reasonable fees, charges and disbursements of counsel for the
     Collateral Agent, in connection with the preparation and  administration of
     this  Agreement  or  any  amendments,   modifications  or  waivers  of  the
     provisions hereof (whether or not the transactions  contemplated  hereby or
     thereby shall be consummated), and (ii) all out-of-pocket expenses incurred
     by the Collateral Agent,  including the fees,  charges and disbursements of
     any counsel for the Collateral Agent, in connection with the enforcement or
     protection of its rights in connection with this  Agreement,  including its
     rights  under  this  Section,  including  all such  out-of-pocket  expenses
     incurred during any workout, restructuring or negotiations.

          (b)  INDEMNIFICATION  BY BORROWER.  The Borrower  shall  indemnify the
     Collateral  Agent and its Related Parties (each such Person being called an
     "INDEMNITEE")  against, and hold each Indemnitee harmless from, any and all
     losses, claims,  damages,  liabilities and related expenses,  including the
     fees, charges and disbursements of any counsel for any Indemnitee, incurred
     by or asserted  against any Indemnitee  arising out of, in connection with,
     or as a result of (i) the  execution  or delivery of this  Agreement or any
     agreement or instrument contemplated hereby, the performance by the parties
     hereto of their respective obligations hereunder or the consummation of the
     transactions  contemplated hereby, or (ii) any actual or prospective claim,
     litigation,  investigation or proceeding  relating to any of the foregoing,


                                       13
<PAGE>



     whether  based on  contract,  tort or any other  theory and  regardless  of
     whether any  Indemnitee is a party  thereto;  PROVIDED that such  indemnity
     shall not,  as to any  Indemnitee,  be  available  to the extent  that such
     losses, claims, damages,  liabilities or related expenses are determined by
     a court of competent  jurisdiction by final and  nonappealable  judgment to
     have  resulted  from the  gross  negligence  or wilful  misconduct  of such
     Indemnitee.

          (c)  INDEMNIFICATION BY LENDERS. To the extent that the Borrower fails
     to pay any amount  required to be paid by it to the Collateral  Agent under
     paragraph (a) or (b) of this Section,  each Lender  severally agrees to pay
     to the Collateral Agent such Lender's pro rata share  (determined as of the
     time that the  applicable  unreimbursed  expense  or  indemnity  payment is
     sought and based on such Lender's  portion of the Secured  Obligations)  of
     such unpaid amount;  PROVIDED that the unreimbursed  expense or indemnified
     loss, claim, damage,  liability or related expense, as the case may be, was
     incurred by or asserted  against the  Collateral  Agent in its  capacity as
     such.

          (d) WAIVER OF CONSEQUENTIAL  DAMAGES,  ETC. To the extent permitted by
     applicable law, the Borrower shall not assert, and hereby waives, any claim
     against any Indemnitee, on any theory of liability, for special,  indirect,
     consequential  or punitive damages (as opposed to direct or actual damages)
     arising out of, in connection  with,  or as a result of, this  Agreement or
     any  agreement  or  instrument  contemplated  hereby  or  the  transactions
     contemplated hereby.

          (e)  PAYMENTS.  All amounts due under this Section shall be subject to
     and  paid in  accordance  with  Sections  13.1  and  13.3 of the  Operating
     Agreement.

          7.05 SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and
inure to the benefit of the  respective  successors and assigns of the Borrower,
the  Collateral  Agent,  each  Agent  and  each  holder  of any  of the  Secured
Obligations,  PROVIDED that the Borrower shall not assign or transfer its rights
or  obligations  hereunder  without the prior written  consent of the Collateral
Agent (granted at the direction of the Controlling Party).

          7.06  COUNTERPARTS.  This  Agreement  may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument  and any of the parties  hereto may execute this Agreement by signing
any such counterpart.

          7.07 GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the law of the State of New York.

          7.08 SUBMISSION TO JURISDICTION.  The Borrower hereby  irrevocably and
unconditionally  submits,  for  itself  and its  property,  to the  nonexclusive
jurisdiction  of the Supreme  Court of the State of New York sitting in New York
County and of the United States  District Court of the Southern  District of New
York,  and any  appellate  court from any thereof,  in any action or  proceeding
arising out of or relating to this Agreement,  or for recognition or enforcement
of any  judgment,  and  each  of  the  parties  hereto  hereby  irrevocably  and
unconditionally  agrees  that  all  claims  in  respect  of any such  action  or
proceeding  may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court.  Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided  by law.  Nothing  in this  Agreement  shall  affect any right that the
Collateral  Agent or any Secured Party may otherwise have to bring any action or
proceeding  relating to this Agreement against the Borrower or its properties in
the courts of any jurisdiction.

          7.09  WAIVER  OF  VENUE.   The   Borrower   hereby   irrevocably   and
unconditionally  waives, to the fullest extent it may legally and effectively do
so, any objection  which it may now or hereafter  have to the laying of venue of
any suit,  action or proceeding  arising out of or relating to this Agreement in
any court  referred  to in  Section  7.08.  Each of the  parties  hereto  hereby
irrevocably  waives,  to the fullest extent  permitted by law, the defense of an
inconvenient  forum to the  maintenance of such action or proceeding in any such
court.

          7.10  SERVICE OF  PROCESS.  Each party to this  Agreement  irrevocably
consents  to service of process in the manner  provided  for  notices in Section
7.01.  Nothing  in this  Agreement  will  affect  the right of any party to this
Agreement to serve process in any other manner permitted by law.


                                       14
<PAGE>



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

          7.12 CAPTIONS.  The captions and section headings appearing herein are
included  solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.

          7.13 AGENTS AND  ATTORNEYS-IN-FACT.  The  Collateral  Agent may employ
agents and attorneys-in-fact in connection herewith and shall not be responsible
for the  negligence  or  misconduct  of any  such  agents  or  attorneys-in-fact
selected by it in good faith.

          7.14   SEVERABILITY.   If  any   provision   hereof  is  invalid   and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(a) the other  provisions  hereof  shall remain in full force and effect in such
jurisdiction  and shall be liberally  construed in favor of the Collateral Agent
and the  Secured  Parties in order to carry out the  intentions  of the  parties
hereto as nearly as may be possible and (b) the  invalidity or  unenforceability
of any  provision  hereof in any  jurisdiction  shall not affect the validity or
enforceability of such provision in any other jurisdiction.

          7.15 NO PETITION;  LIMITED RECOURSE. Each of the Collateral Agent, the
Senior Agent and the Mezzanine  Agent  (collectively,  the  "CREDITORS")  agrees
(which agreement shall, pursuant to the terms of this Agreement, be binding upon
its successors,  assigns, and participants) that it shall not institute against,
or join any other Person in instituting  against,  the Borrower any  bankruptcy,
reorganization,  arrangement,  insolvency or  liquidation  proceeding,  or other
proceeding  under any federal or state  bankruptcy  or similar law, for one year
and a day (or,  if longer,  the then  applicable  preference  period)  after the
payment in full of all amounts due under the Senior  Facility and the  Mezzanine
Facility.  Notwithstanding  anything herein or any other Program Document to the
contrary,  the  obligations of the Borrower owing to the Creditors  hereunder or
thereunder  are limited  recourse  and are payable  only from the  property  and
assets of the  Borrower,  only to the extent funds are  available for payment of
such  obligations  in  accordance  with  Sections 13.1 and 13.3 of the Operating
Agreement.  No recourse shall be had and no claim shall be made, whether by levy
or execution or otherwise, for the payment or satisfaction of any obligations of
the Borrower hereunder or under any other Program Document against any member of
the  Borrower or any of its assets,  other than the  property  and assets of the
Borrower,  and no member of the  Borrower  shall be  liable  for any  deficiency
judgment based thereon,  it being expressly  understood and agreed that the sole
remedies of each of the Creditors  with respect to such amounts shall be against
the property and assets of the Borrower in  accordance  with this  Agreement and
the other Program  Documents.  The provisions in this Section 7.15 shall survive
the termination of this Agreement.


                                       15
<PAGE>



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

                      CENTERBROOK FINANCIAL LLC
                      By: CENTERBROOK HOLDINGS LLC, its
                      Managing Member


                      By: /S/ ROBERT MAUM
                          ---------------
                    Name: Robert Maum
                   Title: Chief Execurtive Officer




                      DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent


                      By: /S/ DENNIS D. GILLESPIE
                          -----------------------
                    Name: Dennis D. Gillespie
                   Title: Authorized Signatory



                      CITIBANK, N.A., as Senior Agent


                      By: /S/ MARIA MCKEON
                          ----------------
                    Name: Maria McKeon
                   Title: Vice President



                      CITIBANK, N.A., as Mezzanine Agent


                      By: /S/ MARIA MCKEON
                          ----------------
                    Name: Maria McKeon
                   Title: Vice President


                                       16
<PAGE>



                                                                         ANNEX 1

                 LIST OF COPYRIGHTS, COPYRIGHT REGISTRATIONS AND
   APPLICATIONS FOR COPYRIGHT REGISTRATIONS; PATENTS AND PATENT APPLICATIONS;
    AND TRADE NAMES, SERVICE MARKS, TRADEMARK AND SERVICE MARK REGISTRATIONS
         AND APPLICATIONS FOR TRADEMARK AND SERVICE MARK REGISTRATIONS



NONE