Unassociated Document


    


    EXECUTION
VERSION

    


    PLEDGE
AND SECURITY AGREEMENT

    


    dated
as of April 6, 2010

    


    between

    


    EACH
OF THE GRANTORS PARTY HERETO

    


    and

    


    BARCLAYS
BANK PLC,

    


    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

                                    	
                                      9

                                    
	
                                      4.3

                                    	
                                      Intellectual
      Property Recording Requirements

                                    	
                                      10

                                    
	
                                      4.4

                                    	
                                      Other
      Actions

                                    	
                                      11

                                    
	
                                      4.5

                                    	
                                      Timing
      and Notice

                                    	
                                      11

                                    
	 	 	 	 
	
                                      SECTION
      5.

                                    	 
      	
                                      REPRESENTATIONS
      AND WARRANTIES

                                    	
                                      11

                                    
	
                                      5.1

                                    	
                                      Grantor
      Information & Status

                                    	
                                      11

                                    
	
                                      5.2

                                    	
                                      Collateral
      Identification, Special Collateral

                                    	
                                      12

                                    
	
                                      5.3

                                    	
                                      Ownership
      of Collateral and Absence of Other Liens

                                    	
                                      13

                                    
	
                                      5.4

                                    	
                                      Status
      of Security Interest

                                    	
                                      13

                                    
	
                                      5.5

                                    	
                                      Goods
      & Receivables

                                    	
                                      14

                                    
	
                                      5.6

                                    	
                                      Pledged
      Equity Interests, Investment Related Property

                                    	
                                      14

                                    
	
                                      5.7

                                    	
                                      Intellectual
      Property

                                    	
                                      14

                                    
	 	 	 	 
	
                                      SECTION
      6.

                                    	 
      	
                                      COVENANTS
      AND AGREEMENTS

                                    	
                                      15

                                    
	
                                      6.1

                                    	
                                      Grantor
      Information & Status

                                    	
                                      15

                                    
	
                                      6.2

                                    	
                                      Collateral
      Identification; Special Collateral

                                    	
                                      15

                                    
	
                                      6.3

                                    	
                                      Ownership
      of Collateral and Absence of Other Liens

                                    	
                                      15

                                    
	
                                      6.4

                                    	
                                      Status
      of Security Interest

                                    	
                                      16

                                    
	
                                      6.5

                                    	
                                      Goods
      & Receivables

                                    	
                                      16

                                    
	
                                      6.6

                                    	
                                      Pledged
      Equity Interests, Investment Related Property

                                    	
                                      17

                                    
	 	 	 	 
	
                                      SECTION
      7.

                                    	 
      	
                                      ACCESS;
      RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL
      GRANTORS

                                    	
                                      19

                                    
	
                                      7.1

                                    	
                                      Access;
      Right of Inspection

                                    	
                                      19

                                    
	
                                      7.2

                                    	
                                      Further
      Assurances

                                    	
                                      19

                                    
	
                                      7.3

                                    	
                                      Additional
      Grantors

                                    	
                                      20

                                    
	 	 	 	 
	
                                      SECTION
      8.

                                    	 
      	
                                      COLLATERAL
      AGENT APPOINTED ATTORNEY-IN-FACT

                                    	
                                      21

                                    
	
                                      8.1

                                    	
                                      Power
      of Attorney

                                    	
                                      21

                                    
	
                                      8.2

                                    	
                                      No
      Duty on the Part of Collateral Agent or Secured Parties

                                    	
                                      22

                                    
	
                                      8.3

                                    	
                                      Appointment
      Pursuant to Credit Agreement

                                    	
                                      22

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              SECTION
      9.

                            	 
      	
                              REMEDIES

                            	
                              22

                            
	
                              9.1

                            	
                              Generally

                            	
                              22

                            
	
                              9.2

                            	
                              Application
      of Proceeds

                            	
                              23

                            
	
                              9.3

                            	
                              Sales
      on Credit

                            	
                              24

                            
	
                              9.4

                            	
                              Investment
      Related Property

                            	
                              24

                            
	
                              9.5

                            	
                              Grant
      of Intellectual Property License

                            	
                              24

                            
	
                              9.6

                            	
                              Intellectual
      Property

                            	
                              25

                            
	
                              9.7

                            	
                              Cash
      Proceeds; Deposit Accounts

                            	
                              26

                            
	 	 	 	 
	
                              SECTION
      10.

                            	 
      	
                              COLLATERAL
      AGENT

                            	
                              27

                            
	 	 	 	 
	
                              SECTION
      11.

                            	 
      	
                              CONTINUING
      SECURITY INTEREST; TRANSFER OF LOANS

                            	
                              27

                            
	 	 	 	 
	
                              SECTION
      12.

                            	 
      	
                              STANDARD
      OF CARE; COLLATERAL AGENT MAY PERFORM

                            	
                              28

                            
	 	 	 	 
	
                              SECTION
      13.

                            	 
      	
                              MISCELLANEOUS

                            	
                              28

                            


                    

                  

                

              

            

          

        

      

    

    


    SCHEDULE
5.1 — GENERAL INFORMATION

     

    SCHEDULE
5.2 — COLLATERAL IDENTIFICATION

     

    SCHEDULE
5.4 — FINANCING STATEMENTS

     

    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
— PATENT SECURITY AGREEMENT

     

    EXHIBIT G
— COPYRIGHT SECURITY AGREEMENT


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    This
PLEDGE AND SECURITY
AGREEMENT, dated as of  April 6, 2010 (as it may be amended,
restated, supplemented or otherwise modified from time to time, this “Agreement”), between RadNet,
Inc. (“Holdings”),
RadNet Management, Inc. (the “Borrower”), each of the
subsidiaries of Holdings and certain affiliates of 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 Barclays Bank
PLC, 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 and certain subsidiaries and affiliates of the
Borrower, as guarantors, the lenders party thereto from time to time (the “Lenders”), Deutsche Bank
Securities Inc. and General Electric Capital Corporation, as Co-Syndication
Agents, RBC Capital Markets1, as
Documentation Agent, and Barclays Bank PLC, as Administrative Agent and
Collateral 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 Agreement and the Hedge Agreements as set forth herein;
and

     

    NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, 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.

     

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

     

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

     

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

     

      
        

      

    

    1 RBC
Capital Markets is the brand name for the capital markets activities of Royal
Bank of Canada and its affiliates.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “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 “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 any Copyright or otherwise providing for a covenant not to
sue for infringement or other violation of any Copyright (whether such Grantor
is licensee or licensor thereunder) including, without limitation, each
agreement required to be listed 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 (whether or not the underlying works of
authorship have been published), including but not limited to copyrights in
software and all rights in and to databases, all designs (including but not
limited to industrial designs, Protected Designs within the meaning of 17 U.S.C.
1301 et. Seq. and Community designs), and all Mask Works (as defined under 17
U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, as
well as all moral rights, reversionary interests, and 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) the right to sue or
otherwise recover for any past, present and future infringement or other
violation thereof, (iv) all Proceeds of the foregoing, including, without
limitation, license fees, royalties, income, payments, claims, damages and
proceeds of suit now or hereafter due and/or payable with respect thereto, and
(v) all other rights of any kind accruing thereunder or pertaining thereto
throughout the world.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


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

     

    “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.

     

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

     

    “Government Receivables” shall
have the meaning set forth in Section 5.5(b).

     

    “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, the collective reference to all rights, priorities and privileges relating
to intellectual property, whether arising under the United States, multinational
or foreign laws or otherwise, including without limitation, Copyrights,
Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses,
and the right to sue or otherwise recover for any past, present and future
infringement, dilution, misappropriation, or other violation or impairment
thereof, including the right to receive all Proceeds therefrom, including
without limitation license fees, royalties, income, payments, claims, damages
and proceeds of suit, now or hereafter due and/or payable with respect
thereto.

     

    “Intellectual Property Security
Agreement” shall mean each intellectual property security agreement
executed and delivered by the applicable Grantors, substantially in the form set
forth in Exhibit E, Exhibit F and Exhibit G, as applicable.

     

    “Investment Accounts” shall
mean the Collateral Account, Securities Accounts, Commodity 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.

     

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

     

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

     

    “Patent Licenses” shall mean
all agreements, licenses and covenants providing for the granting of any right
in or to any Patent or otherwise providing for a covenant not to sue for
infringement or other violation of any Patent (whether such Grantor is licensee
or licensor thereunder) including, without limitation, each agreement required
to be listed 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, without limitation: (i) each patent and patent application required
to be listed in Schedule 5.2(II) 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 patentable inventions and improvements thereto, (iv) the
right to sue or otherwise recover for any past, present and future infringement
or other violation thereof, (v) all Proceeds of the foregoing, including,
without limitation, license fees, royalties, income, payments, claims, damages,
and proceeds of suit now or hereafter due and/or payable with respect thereto,
and (vi) all other rights of any kind accruing thereunder or pertaining thereto
throughout the world.

     

    “Pledge Supplement” shall mean
any supplement to this Agreement in substantially the form of Exhibit
A.

     

    “Pledged Debt” shall mean all
indebtedness for borrowed money owed to a 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 and all management
rights relating to any entity whose equity interests are included as Pledged
Equity Interests.

     

    “Pledged LLC Interests” shall
mean all interests in any limited liability company 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 a
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 and all rights as a member of the related
limited liability company.

     

    “Pledged Partnership
Interests” shall mean all interests in any general partnership, limited
partnership, limited liability partnership or other partnership 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 a 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 and all rights as a
partner of the related partnership.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Pledged Stock” shall mean all
shares of capital stock owned by a Grantor, 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.

     

    “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.

     

    “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.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


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

     

    “Trademarks” shall mean all
United States, and foreign trademarks, trade names, trade dress, 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,
whether or not registered, 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 “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
any of the foregoing, (iv) the right to sue or otherwise recover for any past,
present and future infringement, dilution or other violation of any of the
foregoing or for any injury to the related goodwill, (v) all Proceeds of the
foregoing, including, without limitation, license fees, royalties, income,
payments, claims, damages, and proceeds of suit now or hereafter due and/or
payable with respect thereto, and (vi) all other rights of any kind accruing
thereunder or pertaining thereto throughout the world.

     

    “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,
Commodity Intermediary, 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
including, but not limited to the following, in each case whether now or
hereafter existing or in which any Grantor now has or hereafter acquires an
interest and wherever the same may be 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, 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 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 66% 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 or (c) any
“intent-to-use” application for registration of a Trademark filed pursuant to
Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a
“Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment
to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto,
solely to the extent, if any, that, and solely during the period, if any, in
which, the grant of a security interest therein would impair the validity or
enforceability of any registration that issues from such intent-to-use
application under applicable federal law.

      

       

      
        	
                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 (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 other
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, 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 $1,000,000 individually
or $1,000,000 in the aggregate.

       

      
        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 Deposit Accounts,
or Securities Accounts over which Control is not required pursuant to the terms
of the Credit Agreement or to 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, $1,000,000 individually or
$1,000,000 in the aggregate.  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.  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.  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.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      (b)           With
respect to any Uncertificated Security included in the Collateral (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.

       

      (c)           With
respect to any material Letter of Credit Rights included in the Collateral
(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 $1,000,000
individually or $1,000,000 in the aggregate.

       

      
        4.3         Intellectual
Property Recording Requirements.

      

       

      (a)           In
the case of any Collateral (whether now owned or hereafter acquired) consisting
of issued U.S. Patents and applications therefor, each Grantor shall execute and
deliver to the Collateral Agent a Patent Security Agreement in substantially the
form of Exhibit F 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 (whether now owned or hereafter acquired) consisting
of registered U.S. Trademarks and applications therefor, each 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 (whether now owned or hereafter acquired) consisting
of registered U.S. Copyrights and exclusive Copyright Licenses in respect of
registered U.S. Copyrights for which any Grantor is the licensee, each Grantor
execute and deliver to the Collateral Agent a Copyright Security Agreement in
substantially the form of Exhibit G hereto (or a supplement thereto) covering
all such Copyrights and Copyright Licenses in appropriate form for recordation
with the U.S. Copyright Office with respect to the security interest of the
Collateral Agent.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        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 or advisable, under the laws of such issuer’s jurisdiction to insure
the validity, perfection and priority of the security interest of the Collateral
Agent.

       

      (b)           With
respect to any Pledged Partnership Interests and Pledged LLC Interests included
in the Collateral, 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.  Each Grantor consents to the grant by each other Grantor of
a Lien in all Investment Related Property 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, such Grantor shall comply with
such requirements as promptly as possible, but in any event, within 10 (ten)
days of the end of each fiscal quarter of the applicable
Grantor.  Each Grantor shall promptly inform the Collateral Agent of
its acquisition of any Collateral for which any action is required by Section 4
hereof (including, for the avoidance of doubt, the filing of any applications
for, or the issuance or registration of, any Patents, Copyrights or
Trademarks).  Notwithstanding the foregoing, each Grantor shall have
30 (thirty) days from the Closing Date to provide the Collateral Agent with
Control over any Investment Accounts.

      

       

      
        	
                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;


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      (c)           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

       

      (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, (4) Deposit Accounts, (5)
Commodity Contracts and Commodity Accounts, (6) United States and foreign
registrations and issuances of and applications for Patents, Trademarks, and
Copyrights owned by each Grantor, (7) Patent Licenses, Trademark Licenses and
Copyright Licenses, (8) Commercial Tort Claims other than any Commercial Tort
Claims having a value of less than $1,000,000 individually or $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 $1,000,000 individually or $1,000,000
in the aggregate, (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 $1,000,000 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) timber to be cut, or (5)
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 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; and

       

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


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        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, developed or created (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 any Permitted Liens;
and

       

      (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, Copyrights and exclusive Copyright
Licenses in the applicable intellectual property registries, including but not
limited to the United States Patent and Trademark Office and the United States
Copyright Office, 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 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.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      
        5.5         Goods
& Receivables.

      

       

      (a)          each
Receivable (i) is and will be the legal, valid and binding obligation of the
Account Debtor in respect thereof, representing an unsatisfied obligation of
such Account Debtor, (ii) is and will be enforceable in accordance with its
terms, (iii) is not and will not be 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 and will be in compliance with all
applicable laws, whether federal, state, local or foreign; and

       

      (b)          No
material Receivable requires the consent of the Account Debtor in respect
thereof in connection with the security interest hereunder, except any consent
which has been obtained. Notwithstanding the foregoing provisions of this
Section 5.5, the Collateral Agent acknowledges that certain of the Receivables
of the Grantors are obligations of agencies or instrumentalities of the United
States of America and certain states thereof (“Government
Receivables”) and that applicable law may prohibit the Collateral Agent
and the other Secured Parties from collecting Government Receivables directly
from the Account Debtors.

       

      
        5.6         Pledged
Equity Interests, Investment Related Property.

      

       

      (a)           it
is the record and beneficial owner of the Pledged Equity Interests free of all
Liens, rights or claims of other Persons 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 or desirable 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

       

      (c)          the
Pledged LLC Interests and Pledged Partnership Interests on which liens are
granted hereunder do not represent interests (1) that by their terms provide
that they are securities governed by the uniform commercial code of an
applicable jurisdiction, (2) that are dealt in or traded on securities exchanges
or markets or (3) in issuers that are registered as investment
companies.

       

      
        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 listed on Schedule 5.2(II) (as such schedule may be
amended or supplemented from time to time), and owns or has the valid right to
use and, where such Grantor does so, sublicense others to use, all other
Intellectual Property used in or necessary to conduct its business, free and
clear of all Liens, claims and licenses, except for Permitted Liens and the
licenses set forth on Schedule 5.2(II) (as such schedule may be amended or
supplemented from time to time); and

       

      (b)           no
Intellectual Property is material to the business operations of the Grantors,
taken as a whole.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      
        	
                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 thirty (30) days
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 or advisable 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 together with all Supplements to Schedules thereto, 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.

       

      (b)           in
the event that it hereafter acquires or has any Commercial Tort Claim in excess
of $1,000,000 individually or $1,000,000 in the aggregate it shall deliver to
the Collateral Agent a completed Pledge Supplement together with all Supplements
to Schedules thereto, identifying such new Commercial Tort Claims.

       

      
        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 may 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 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


      
        
           


        

        
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      (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, 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) foreign filings with
respect to Intellectual Property, 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 to claim the Goods evidenced
therefor or the Collateral Agent;

       

      (b)          if
any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 in
the aggregate is in possession or control of any warehouseman, bailee or other
third party (other than 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
obtaining 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 $1,000,000 individually or $1,000,000 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;

       

      (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, and all other dealings
therewith;

       

      (d)          other
than in the ordinary course of business (i) it shall not amend, modify,
terminate or waive any material provision of any Receivable in any manner which
could reasonably be expected to have a material adverse effect on the value of
such Receivable; (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 material Receivable, (x) compromise or settle any dispute,
claim or legal proceeding with respect to any material 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


      
        
           


        

        
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      (e)           following
the occurrence and during the continuation of an Event of Default, the
Collateral Agent may:  (i) direct the Account Debtors under any
Receivables, other than Government Receivables, to make payment of all amounts
due or to become due to such Grantor thereunder directly to the Collateral
Agent; (ii) 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, except for
lockboxes specifically designated for payment of Government Receivables; and
(iii) 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 five (5) Business Days) deposited by such Grantor in the exact
form received, duly indorsed by such Grantor to the Collateral Agent if
required, in a 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.

       

      
        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 (a) such dividends, interest or distributions and securities or
other property shall be included in the definition of Collateral without further
action and (b)
such Grantor shall immediately take all reasonable steps, if any, necessary or
advisable 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;


      
        
           


        

        
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      (b)   
      Voting .

       

      (i)           So
long as no Event of Default shall have occurred and be continuing, 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 and upon two
(2) Business Days prior written notice from the Collateral Agent to such Grantor
of the Collateral Agent’s intention to exercise such rights:

       

      
        	
                 
      

              	
                (1)

              	
                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, 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 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, (iii) other than as permitted under the Credit Agreement,
permit any issuer of any Pledged Equity Interest to dispose of all or a material
portion of their assets, (iv) waive any default under or breach of any terms of
organizational document relating to the issuer of any Pledged Equity Interest or
the terms of any 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 or
advisable to establish the Collateral Agent’s “control”
thereof;  and


      
        
           


        

        
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      (d)          except
as expressly permitted by the Credit Agreement, without the prior written
consent of the Collateral Agent, it shall not permit any issuer of any Pledged
Equity Interest 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 involving 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.

       

      
        	
                SECTION
      7.

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

              


      

       

      
        7.1         Access;
Right of Inspection.  The
Collateral Agent shall at all times have full and free access upon reasonable
prior notice and during normal business hours 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.  The Collateral Agent and its representatives
shall at all times also have, upon reasonable prior notice and during normal
business hours, the right to enter any premises of each Grantor 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.

      

       

      
        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 desirable, 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)           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 desirable, 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;


      
        
           


        

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

       

      (iii)         at
any reasonable time during normal business hours, upon request by the Collateral
Agent, assemble the Collateral and allow inspection of the Collateral by the
Collateral Agent, or persons designated by the Collateral Agent subject to
Section 7.1;

       

      (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 and supplements 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 or
advisable 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, developed or created” 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.

       

      (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.

      


      
        
           


        

        
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                SECTION
      8.

              	
                COLLATERAL
      AGENT APPOINTED ATTORNEY-IN-FACT.

              


      

       

      
        8.1         Power
of Attorney.  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 or advisable 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 or desirable 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;

       

      (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 any
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, 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 during the continuance of any Event of 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.

       

      
        
           


        

        
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        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 other Secured Party to exercise any such
powers.  The Collateral Agent and the other 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.

      

       

      
        8.3         Appointment
Pursuant to Credit Agreement.  The
Collateral Agent has been appointed as collateral agent pursuant to the Credit
Agreement.  The rights, duties, privileges, immunities and indemnities
of the Collateral Agent hereunder are subject to the provisions of the Credit
Agreement.

      

       

      
        	
                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;

       

      (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.


      
        
           


        

        
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    (b)           The
Collateral Agent or any other Secured Party may be the purchaser of any or all
of the Collateral at any public or private (to the extent 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 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.

     

    (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.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      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 of, 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, the Administrative
Agent and its agents and counsel, and all other expenses, liabilities and
advances made or incurred by the Collateral Agent or the Administrative Agent in
connection therewith, and all amounts for which the Collateral Agent or the
Administrative Agent is entitled to indemnification hereunder (in its capacity
as the Collateral Agent or the Administrative Agent and not as a Lender) and all
advances made by the Collateral Agent or the Administrative Agent for the
account of the applicable Grantor, and to the payment of all costs and expenses
paid or incurred by the Collateral Agent or the Administrative 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 the
applicable 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.

    

     

    
      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, to the extent assignable, an irrevocable, non-exclusive license
(exercisable without payment of royalty or other compensation to such Grantor),
subject, in the case of Trademarks, to sufficient rights to quality control and
inspection in favor of such Grantor to avoid the risk of invalidation of such
Trademarks, to use, assign, license or sublicense any of the Intellectual
Property now owned or hereafter acquired, developed or created 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.

    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              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 rights of such Grantor, 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 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 12 hereof in connection
with the exercise of its rights under this Section 9.6, and, to the extent that
the Collateral Agent shall elect not to bring suit to enforce any Intellectual
Property rights as provided in this Section 9.6, each Grantor agrees to use all
reasonable measures, whether by action, suit, proceeding or otherwise, to
prevent the infringement, misappropriation, dilution or other violation of any
of such Grantor’s rights in the Intellectual Property by others and for that
purpose agrees to diligently maintain any action, suit or proceeding against any
Person so infringing, misappropriating, diluting or otherwise violating as shall
be necessary to prevent such infringement, misappropriation, dilution or other
violation;

     

    (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 any
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 other Secured Party) receives cash proceeds in respect
of the sale of, or other realization upon, any such 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 any Trademarks or
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

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (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 any Intellectual Property of such Grantor, 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 any Intellectual Property of such Grantor 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.

    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (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, 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.

     

    
      	
              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 (subject to the Borrower’s right pursuant to Section 9.08(d) of the
Credit Agreement to request termination of the security interest upon payment in
full of all of the Secured Obligations other than the Hedging 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, 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 the Grantors.  Upon any such termination the
Collateral Agent shall, at the Grantors’ expense, execute and deliver to the
Grantors or otherwise authorize the filing of such documents as the 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 the applicable Grantor’s expense, execute and deliver or
otherwise authorize the filing of such documents as such Grantor shall
reasonably request, in form and substance reasonably satisfactory to the
Collateral Agent, including financing statement amendments to evidence such
release.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	
              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 10.02 of the Credit
Agreement.

     

    
      	
              SECTION
      13.

            	
              MISCELLANEOUS.

            


    

     

    Any
notice required or permitted to be given under this Agreement shall be given in
accordance with Section 10.01 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 the Credit Agreement 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 Credit Agreement 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 the 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 Credit Agreement embody the entire agreement and understanding between the
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 Agreement 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.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    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.


     

    [Remainder
of page intentionally left blank]


     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

       

      
        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.

         

        
          	 	
                  RADNET,
      INC.,

                
	 	
                  as
      Grantor

                
	 	 
	 	
                  By:
      /s/ Howard G. Berger
      M.D.                                    
      

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
	 	 
	 	
                  RADNET
      MANAGEMENT, INC.,

                
	 	
                  as
      Grantor

                
	 	 
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
	 	
                  BEVERLY
      RADIOLOGY MEDICAL GROUP III

                
	 	 
      
	 	
                  By:
      Beverly Radiology Medical Group, Inc., its general
  partner

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	
                  By:
      Breastlink Medical Group, Inc., its general partner

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	
                  By:
      ProNet Imaging Medical Group, Inc., its general partner

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      Co-President

                


        

         

        
          Pledge
and Security Agreement

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  ADVANCED
      IMAGING PARTNERS, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
	 	
                  BEVERLY
      RADIOLOGY MEDICAL GROUP, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
	 	
                  BREASTLINK
      MEDICAL GROUP, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
	 	
                  COMMUNITY
      IMAGING PARTNERS, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
	 	
                  DELAWARE
      IMAGING PARTNERS, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
      
	 	
                  DIAGNOSTIC
      IMAGING SERVICES, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      Chief Financial Officer

                


        

         

        
          Pledge
and Security Agreement

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  FRI,
      INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
	 	
                  FRI
      II, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
      
	 	
                  IDE
      IMAGING PARTNERS, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
	 	 
      
	 	
                  MID
      ROCKLAND IMAGING PARTNERS,

                
	 	
                  INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
	 	
                  NEW
      JERSEY IMAGING PARTNERS,

                
	 	
                  INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
	 	
                  PACIFIC
      IMAGING PARTNERS, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                


        

         

        
          Pledge
and Security Agreement

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  PRONET
      IMAGING MEDICAL GROUP,

                
	 	
                  INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      Co-President

                
	 	 
      
	 	 
	 	
                  QUESTAR
      IMAGING, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
	 	
                  QUESTAR
      LOS ALAMITOS, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
	 	 
      
	 	
                  QUESTAR
      VICTORVILLE, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
	 	
                  RADIOLOGIX,
      INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
	 	
                  RADIOLOGY
      AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                


        

         

        
          Pledge
and Security Agreement

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	 	
                  RADNET
      MANAGED IMAGING

                
	 	
                  SERVICES,
      INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
      
	 	
                  RADNET
      MANAGEMENT I, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
      
	 	
                  RADNET
      MANAGEMENT II, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
      
	 	
                  RADNET
      SUB, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
	 	
                  ROLLING
      OAKS IMAGING

                
	 	
                  CORPORATION

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
	 	
                  ROLLING
      OAKS RADIOLOGY, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                


        

         

        
          Pledge
and Security Agreement

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        
          	 	
                  SO
      CAL MR SITE MANAGEMENT, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
      
	 	
                  TREASURE
      COAST IMAGING

                
	 	
                  PARTNERS,
      INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                
	 	 
      
	 	 
      
	 	
                  VALLEY
      IMAGING PARTNERS, INC.

                
	 	 
      
	 	
                  

                          
                      By:
      /s/ Howard G. Berger
      M.D.                                    
      

                    

                  

                
	 	
                  Name:
      Howard G. Berger, M.D.

                
	 	
                  Title:
      President

                


        

         

        
          Pledge
and Security Agreement

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        
          	 	
                  BARCLAYS
      BANK PLC,

                
	 	
                  as
      Collateral Agent

                
	 	 
	 	
                  By:
      /s/ John
      Skrobe                                              
      

                
	 	
                  Name:
      John Skrobe

                
	 	
                  Title:
      Managing Director

                


        

      

       

      
        Pledge
and Security Agreement

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      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 Commodity Accounts:

            
              
                
                  
                    
                      
                        
                          
                            	
                                    Grantor

                                  	 
      	
                                    Name of Commodity

                                    Intermediary

                                  	 
      	
                                    Account Number

                                  	 
      	
                                    Account Name

                                  	 
      
	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

            


            II.  INTELLECTUAL
PROPERTY

             

            
              
                	
                        (A)

                      	
                        Copyrights

                      


              
 

            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Grantor

                                    	 
      	
                                      Jurisdiction

                                    	 
      	
                                      Title of Work

                                    	
                                       
      

                                    	
                                      Registration Number

                                      (if any)

                                    	 
      	
                                      Registration Date (if

                                      any)

                                    	 
      
	 
      	
                                        

                                    	 
      	
                                        

                                    	 
      	
                                        

                                    	 
      	
                                        

                                    	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                	
                        (B)

                      	
                        Copyright
      Licenses

                      


              

            

            


            
              
                
                  
                    
                      
                        
                          
                            	
                                    Grantor

                                  	 
      	
                                    Description of Copyright

                                    License

                                  	 
      	
                                    Registration Number (if

                                    any) of underlying

                                    Copyright

                                  	 
      	
                                    Name of Licensor

                                  	 
      
	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

             

            
              
                	
                        (C)

                      	
                        Patents

                      


              

            

            


            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Grantor

                                    	 
      	
                                      Jurisdiction

                                    	 
      	
                                      Title of Patent

                                    	 
      	
                                      Patent

                                      Number/(Application

                                      Number)

                                    	 
      	
                                      Issue Date/(Filing

                                      Date)

                                    	 
      
	 
      	
                                        

                                    	 
      	
                                        

                                    	 
      	
                                        

                                    	 
      	
                                        

                                    	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                
                

              

              
                
                  SCHEDULE
5.2-2

                

                
                  

                

              

              
                
                

              

            

             

            
              
                	
                        (D)

                      	
                        Patent
      Licenses

                      


              

            

            


            
              
                
                  
                    
                      
                        
                          
                            	
                                    Grantor

                                  	 
      	
                                    Description of Patent

                                    License

                                  	 
      	
                                    Patent Number of

                                    underlying Patent

                                  	 
      	
                                    Name of Licensor

                                  	 
      
	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

             

            
              
                	
                        (E)

                      	
                        Trademarks

                      


              

            

            


            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Grantor

                                    	 
      	
                                      Jurisdiction

                                    	 
      	
                                      Trademark

                                    	 
      	
                                      Registration

                                      Number/(Serial

                                      Number)

                                    	 
      	
                                      Registration

                                      Date/(Filing Date)

                                    	 
      
	 
      	
                                        

                                    	 
      	
                                        

                                    	 
      	
                                        

                                    	 
      	
                                        

                                    	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

             

            
              	
                      (F)

                    	
                      Trademark
      Licenses

                    


            

            


            
              
                
                  
                    
                      
                        
                          
                            	
                                    Grantor

                                  	 
      	
                                    Description of Trademark

                                    License

                                  	 
      	
                                    Registration Number of

                                    underlying Trademark

                                  	 
      	
                                    Name of Licensor

                                  	 
      
	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

             

            
              III.
COMMERCIAL TORT CLAIMS

            

             

            
              
                
                  
                    
                      
                        	
                                Grantor

                              	 
      	
                                Commercial Tort Claims

                              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                  

                              	 
      	 
      


                      

                    

                  

                

              

            

            


            IV.
LETTER OF CREDIT RIGHTS

            


            
              
                
                  
                    
                      
                        	
                                Grantor

                              	 
      	
                                Description of Letters of
      Credit

                              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                  

                              	 
      	 
      


                      

                    

                  

                

              

            

            


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

             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Grantor

                                      	 
      	
                                        Description of Property

                                      	 
      	
                                        Name and Address of Third
    Party

                                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                          

                                      	 
      	
                                          

                                      	 
      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            


            
              
                 


              

              
                
                  SCHEDULE
5.2-3

                

                
                  

                

              

              
                 


              

            


            SCHEDULE
5.4 TO

            PLEDGE
AND SECURITY AGREEMENT


            


            
              FINANCING
STATEMENTS:

            

             

            
              
                
                  
                    	
                            Grantor

                          	 
      	
                            Filing Jurisdiction(s)

                          	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              

                          	 
      	 
      


                  

                

              

            


            
              
                 


              

              
                
                  SCHEDULE
5.4-1

                

                
                  

                

              

              
                 


              

            


            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 April 6, 2010 (as it may be from time
to time amended, restated, modified or supplemented, the “Security Agreement”),
among RADNET MANAGEMENT,
INC., the other Grantors named therein, and BARCLAYS BANK PLC, 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, to and under 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
PLEDGE SUPPLEMENT 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

                                  	 
      	
                                    Jurisdiction

                                  	 
      	
                                    Title of Work

                                  	 
      	
                                    Registration Number

                                    (if any)

                                  	 
      	
                                    Registration Date (if

                                    any)

                                  	 
      
	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

             

            
              	
                      (B)

                    	
                      Copyright
      Licenses

                    


            

            


            
              
                
                  
                    
                      
                        
                          
                            	
                                    Grantor

                                  	 
      	
                                    Description of Copyright

                                    License

                                  	 
      	
                                    Registration Number (if

                                    any) of underlying

                                    Copyright

                                  	 
      	
                                    Name of Licensor

                                  	 
      
	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

             

            
              	
                      (C)

                    	
                      Patents

                    


            

            


            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Grantor

                                    	 
      	
                                      Jurisdiction

                                    	 
      	
                                      Title of Patent

                                    	 
      	
                                      Patent

                                      Number/(Application

                                      Number)

                                    	 
      	
                                      Issue Date/(Filing

                                      Date)

                                    	 
      
	 
      	
                                        

                                    	 
      	
                                        

                                    	 
      	
                                        

                                    	 
      	
                                        

                                    	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                
                

              

              
                EXHIBIT
A-4

                
                  

                

              

              
                
                

              

            

             

            
              	
                      (D)

                    	
                      Patent
      Licenses

                    


            

            


            
              
                
                  
                    
                      
                        
                          
                            	
                                    Grantor

                                  	 
      	
                                    Description of Patent

                                    License

                                  	 
      	
                                    Patent Number of

                                    underlying Patent

                                  	 
      	
                                    Name of Licensor

                                  	 
      
	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

             

            
              	
                      (E)

                    	
                      Trademarks

                    


            

            


            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Grantor

                                    	 
      	
                                      Jurisdiction

                                    	 
      	
                                      Trademark

                                    	 
      	
                                      Registration

                                      Number/(Serial

                                      Number)

                                    	 
      	
                                      Registration

                                      Date/(Filing Date)

                                    	 
      
	 
      	
                                        

                                    	 
      	
                                        

                                    	 
      	
                                        

                                    	 
      	
                                        

                                    	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

             

            
              	
                      (F)

                    	
                      Trademark
      Licenses

                    


            

            


            
              
                
                  
                    
                      
                        
                          
                            	
                                    Grantor

                                  	 
      	
                                    Description of Trademark

                                    License

                                  	 
      	
                                    Registration Number of

                                    underlying Trademark

                                  	 
      	
                                    Name of Licensor

                                  	 
      
	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

             

            
              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

                                  	 
	 
      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          EXHIBIT
A-6

          
            

          

        

        
           


        

      


      SUPPLEMENT
TO SCHEDULE 5.4 TO

      PLEDGE
AND SECURITY AGREEMENT

      


      
        Financing
Statements:

      

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                Grantor

                              	 	
                                Filing Jurisdiction(s)

                              	 
	 
      	 	 	 	 
	 
      	 	 	 	 
	 
      	 	 	 	 


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          EXHIBIT
A-7

          
            

          

        

        
           


        

      


      EXHIBIT
B

      TO PLEDGE
AND SECURITY AGREEMENT

       

      UNCERTIFICATED
SECURITIES CONTROL AGREEMENT

       

      This
Uncertificated Securities Control Agreement dated as of [_________], 20[__]
among [________________] (the “Pledgor”), Barclays Bank PLC,
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 [as of the date hereof], 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.

       

      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 to the Pledged Shares
pursuant to which it has agreed to comply with instructions issued by such other
person; and

       

      (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.

       

      (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 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, 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:

                  	
                    Barclays
      Bank, PLC

                  
	 
      	
                    745
      Seventh Avenue

                  
	 
      	
                    New
      York, NY 10019

                  
	 
      	
                    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 Control 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 Control 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:

                      
	 
      	 
      
	
                        BARCLAYS
      BANK PLC,

                      
	
                        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,

                  
	
                    Barclays
      Bank PLC,

                  
	
                    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”), Barclays Bank PLC,
as collateral agent for the Secured Parties (together with its successors and
assigns, 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 as of April 6, 2010, 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.

       

      (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)           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.

       

      (d)           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 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, 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 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.


      
        
           


        

        
          EXHIBIT
C-3

          
            

          

        

        
           


        

      


      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:

              	
                Barclays
      Bank PLC

              
	 
      	
                745
      Seventh Avenue

              
	 
      	
                New
      York, NY 10019

              
	 
      	
                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:

                      
	 
      	 
      
	
                        BARCLAYS BANK
      PLC,

                      
	
                        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,

                  
	
                    Barclays
      Bank PLC,

                  
	
                    as
      Collateral Agent

                  
	 
      	 
      
	
                    By:

                  	 
      
	
                    Name:

                  
	
                    Title:

                  


          

        

      

       

      cc:  [Name
of Debtor]


      
        
           


        

        
          EXHIBIT
C-6

          
            

          

        

        
           


        

      


      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,

                  
	
                    Barclays
      Bank PLC,

                  
	
                    as
      Collateral Agent

                  
	 
      	 
      
	
                    By:

                  	 
      
	
                    Name:

                  
	
                    Title:

                  


          

        

      


      
        
           


        

        
          EXHIBIT
C-7

          
            

          

        

        
           


        

      


      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”), Barclays Bank PLC,
as collateral agent for the Secured Parties (together with its successors and
assigns, 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 as of April 6, 2010, 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).


      
        
           


        

        
          EXHIBIT
D-1

          
            

          

        

        
           


        

      


      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.

       

      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.

       

      (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.

       

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


      
        
           


        

        
          EXHIBIT
D-2

          
            

          

        

        
           


        

      


      (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
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, 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:

              	
                Barclays
      Bank, PLC

              
	 
      	
                745
      Seventh Avenue

              
	 
      	
                New
      York, NY 10019

              
	 
      	
                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:

                      
	 
      	 
      
	
                        BARCLAYS BANK
      PLC,

                      
	
                        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,

                  
	
                    Barclays
      Bank PLC,

                  
	
                    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,

                  
	
                    Barclays
      Bank PLC,

                  
	
                    as
      Collateral Agent

                  
	 
      
	
                    By:

                  	 
      
	
                    Name:

                  
	
                    Title:

                  


          

        

      


      
        
           


        

        
          EXHIBIT
D-6

          
            

          

        

        
           


        

      


      EXHIBIT
E

      TO PLEDGE
AND SECURITY AGREEMENT

       

      FORM
OF TRADEMARK SECURITY AGREEMENT

       

      This
TRADEMARK SECURITY
AGREEMENT, dated as of [__________], 20[__] (as it may be amended,
restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the
entities identified as grantors on the signature pages hereto (collectively, the
“Grantors”) in favor of
Barclays Bank PLC, as collateral agent for the Secured Parties (in such
capacity, together with its successors and permitted assigns, the “Collateral
Agent”).

       

      WHEREAS, the Grantors are
party to a Pledge and Security Agreement dated as of April 6, 2010 (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 granted a security interest to the
Collateral Agent in the Trademark Collateral (as defined below) and are required
to execute and deliver this Agreement.

       

      NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, 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

       

      SECTION 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 the
following, in each case whether now owned or existing or hereafter acquired,
developed, created or arising and wherever located (collectively, the “Trademark
Collateral”):

       

      all
United States, and foreign trademarks, trade names, trade dress, 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,
whether or not registered, and with respect to any and all of the foregoing: (i)
all registrations and applications therefor including, without limitation, the
registrations and applications listed or required to be listed in Schedule A
attached 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
any of the foregoing, (iv) the right to sue or otherwise recover for any past,
present and future infringement, dilution or other violation of any of the
foregoing or for any injury to the related goodwill, (v) all Proceeds of the
foregoing, including, without limitation, license fees, royalties, income,
payments, claims, damages, and proceeds of suit now or hereafter due and/or
payable with respect thereto, and (vi) all other rights of any kind accruing
thereunder or pertaining thereto throughout the world.


      
        
           


        

        
          EXHIBIT
E-1

          
            

          

        

        
           


        

      


      SECTION 2.2  Certain Limited
Exclusions.  Notwithstanding anything herein to the contrary,
in no event shall the Trademark Collateral include or the security interest
granted under Section 2.1 hereof attach to any “intent-to-use” application for
registration of a Trademark filed pursuant to Section 1(b) of the Lanham Act, 15
U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section
1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c)
of the Lanham Act with respect thereto, solely to the extent, if any, that, and
solely during the period, if any, in which, the grant of a security interest
therein would impair the validity or enforceability of any registration that
issues from such intent-to-use application under applicable federal
law.

       

      SECTION
3.     Security Agreement

       

      The
security interest granted pursuant to this 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 the 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 Agreement is
deemed to conflict with the Pledge and Security Agreement, the provisions of the
Pledge and Security Agreement shall control.

       

      SECTION
4.     Governing Law

       

      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 LAW RELATING TO THE LAW
GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY
INTEREST).

       

      SECTION
5.     Counterparts

       

      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.

       

      [Remainder
of page intentionally left blank]


      
        
           


        

        
          EXHIBIT
E-2

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, each
Grantor has caused this Agreement to be executed and delivered by its duly
authorized officer as of the date first set forth above.

       

      
        
          
            	
                    [NAME
      OF GRANTOR]

                  
	 
      	 
      
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

      


      STATE
OF                                           
)

                                                             
      
)           ss.

      COUNTY
OF                                       
)

       

      On this
____ day of ____________, ____ before me personally appeared
___________________, proved to me on the basis of satisfactory evidence to be
the person who executed the foregoing instrument on behalf of
____________________, who being by me duly sworn did depose and say that he/she
is an authorized officer of said corporation, that the said instrument was
signed on behalf of said corporation as authorized by its Board of Directors and
that he/she acknowledged said instrument to be the free act and deed of said
corporation.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      
	
                                  Notary
      Public

                                
	 
      	 
      
	
                                  [NAME
      OF GRANTOR]

                                
	 
      	 
      
	
                                  By:

                                	 
      
	 	
                                  Name:

                                
	 	
                                  Title:

                                


                        

                      

                    

                  

                

              

            

          

        

      

      


      STATE
OF                                           
)

                                                           
        
)           ss.

      COUNTY
OF                                       
)

      


      On this
____ day of ____________, ____ before me personally appeared
___________________, proved to me on the basis of satisfactory evidence to be
the person who executed the foregoing instrument on behalf of
____________________, who being by me duly sworn did depose and say that he/she
is an authorized officer of said corporation, that the said instrument was
signed on behalf of said corporation as authorized by its Board of Directors and
that he/she acknowledged said instrument to be the free act and deed of said
corporation.

       

      [ADD
SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]


      
        
           


        

        
          EXHIBIT
E-3

          
            

          

        

        
           


        

      

       

      
        
          
            
              	
                      Accepted
      and Agreed:

                    
	 
	
                      BARCLAYS
      BANK PLC,

                    
	
                      as
      Collateral Agent

                    
	 
      	 
      
	
                      By:

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

          

        

      


      
        
           


        

        
          EXHIBIT
E-4

          
            

          

        

        
           


        

      


      SCHEDULE
A

      to

      TRADEMARK
SECURITY AGREEMENT

       

      TRADEMARK REGISTRATIONS AND
APPLICATIONS

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Mark

                                        	 	
                                          Serial No.

                                        	 	 	
                                          Filing Date

                                        	 	 	
                                          Registration No.

                                        	 	 	
                                          Registration

                                          Date

                                        	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          EXHIBIT
E-5

          
            

          

        

        
           


        

      

    

    

      EXHIBIT
F

      TO PLEDGE
AND SECURITY AGREEMENT

       

      FORM
OF PATENT SECURITY AGREEMENT

       

      This
PATENT SECURITY
AGREEMENT, dated as of [__________], 20[__] (as it may be amended,
restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the
entities identified as grantors on the signature pages hereto (collectively, the
“Grantors”) in favor of
Barclays Bank PLC, as collateral agent for the Secured Parties (in such
capacity, together with its successors and permitted assigns, the “Collateral
Agent”).

       

      WHEREAS, the Grantors are
party to a Pledge and Security Agreement dated as of April 6, 2010 (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 granted a
security interest to the Collateral Agent in the Patent Collateral (as defined
below) and are required to execute and deliver this Agreement.

       

      NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, 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

       

      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 the following, in each case whether
now owned or existing or hereafter acquired, developed, created or arising and
wherever located (collectively, the “Patent
Collateral”):

       

      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 listed or
required to be listed in Schedule A attached hereto, (ii) all reissues,
divisions, continuations, continuations-in-part, extensions, renewals, and
reexaminations thereof, (iii) all patentable inventions and improvements
thereto, (iv) the right to sue or otherwise recover for any past, present and
future infringement or other violation thereof, (v) all Proceeds of the
foregoing, including, without limitation, license fees, royalties, income,
payments, claims, damages, and proceeds of suit now or hereafter due and/or
payable with respect thereto, and (vi) all other rights of any kind accruing
thereunder or pertaining thereto throughout the world.

       

      SECTION
3.       Security Agreement

       

      The
security interest granted pursuant to this 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 the 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 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.       Governing Law

       

      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 LAW RELATING TO THE LAW
GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY
INTEREST).

       

      SECTION
5.       Counterparts

       

      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.

       

      [Remainder
of page intentionally left blank]

       

      
        
           


        

        
          EXHIBIT
F-2

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, each
Grantor has caused this Agreement to be executed and delivered by its duly
authorized officer as of the date first set forth above.

       

      
        
          
            	 
      	
                    [NAME
      OF GRANTOR]

                  
	 
      	 
      	 
      
	  
      	
                    By:

                  	 
         
	 
      	 
      	
                    Name:

                  
	 
      	 
      	
                    Title:

                  


          

        

      

      


      STATE
OF  ___________________)

       )           ss.

      COUNTY
OF  _________________)

      


      On this
____ day of ____________, ____ before me personally appeared
___________________, proved to me on the basis of satisfactory evidence to be
the person who executed the foregoing instrument on behalf of
____________________, who being by me duly sworn did depose and say that he/she
is an authorized officer of said corporation, that the said instrument was
signed on behalf of said corporation as authorized by its Board of Directors and
that he/she acknowledged said instrument to be the free act and deed of said
corporation.

       

      
        
          
            
              	 
      	  
      
	 
      	
                      Notary
      Public

                    
	 
      	 
      
	 
      	
                      [NAME
      OF GRANTOR]

                    
	 
      	 
      
	  
      	
                      By:

                    	  
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    


            

          

        

      

      


      
        STATE
OF  ___________________)

         )           ss.

        COUNTY
OF  _________________)

      

      


      On this
____ day of ____________, ____ before me personally appeared
___________________, proved to me on the basis of satisfactory evidence to be
the person who executed the foregoing instrument on behalf of
____________________, who being by me duly sworn did depose and say that he/she
is an authorized officer of said corporation, that the said instrument was
signed on behalf of said corporation as authorized by its Board of Directors and
that he/she acknowledged said instrument to be the free act and deed of said
corporation.


       

      [ADD
SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]


      
        
           


        

        
          EXHIBIT
F-3

          
            

          

        

        
           


        

      

       

      
        
          
            	
                    Accepted
      and Agreed:

                  
	 
      
	
                    BARCLAYS
      BANK PLC,

                  
	
                    as
      Collateral Agent

                  
	 
      	 
      
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      


      
        
           


        

        
          EXHIBIT
F-4

          
            

          

        

        
           


        

      

       

      SCHEDULE
A

      to

      PATENT
SECURITY AGREEMENT

       

      PATENTS AND PATENT
APPLICATIONS

       

      
        
          
            	
                    Title

                  	 
      	
                    Application No.

                  	 
      	
                    Filing Date

                  	 
      	
                    Patent No.

                  	 
      	
                    Issue Date

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                      

                  	 
      	
                      

                  	 
      	
                      

                  	 
      	
                      

                  	 
      


          

        

      

       

      
        
           


        

        
          EXHIBIT
F-5

          
            

          

        

        
           


        

      


      EXHIBIT
G

      TO PLEDGE
AND SECURITY AGREEMENT

      


      FORM
OF COPYRIGHT SECURITY AGREEMENT

       

      This
COPYRIGHT SECURITY
AGREEMENT, dated as of [__________], 20[__] (as it may be amended,
restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the
entities identified as grantors on the signature pages hereto (collectively, the
“Grantors”) in favor of
Barclays Bank PLC, as collateral agent for the Secured Parties (in such
capacity, together with its successors and permitted assigns, the “Collateral
Agent”).

       

      WHEREAS, the Grantors are
party to a Pledge and Security Agreement dated as of April 6, 2010 (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 granted a
security interest to the Collateral Agent in the Copyright Collateral (as
defined below) and are required to execute and deliver this
Agreement.

       

      NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, 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

       

      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 the following, in each case whether
now owned or existing or hereafter acquired, developed, created or arising and
wherever located (collectively, the “Copyright
Collateral”):

       

      (a)           all
United States, and foreign copyrights (whether or not the underlying works of
authorship have been published), including but not limited to copyrights in
software and all rights in and to databases, all designs (including but not
limited to industrial designs, Protected Designs and Community designs), and all
Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether
registered or unregistered, as well as all moral rights, reversionary interests,
and 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 listed or required to be listed in Schedule A
attached hereto, (ii) all extensions and renewals thereof, (iii) the right to
sue or otherwise recover for any past, present and future infringement or other
violation thereof, (iv) all Proceeds of the foregoing, including, without
limitation, license fees, royalties, income, payments, claims, damages and
proceeds of suit now or hereafter due and/or payable with respect thereto, and
(v) all other rights of any kind accruing thereunder or pertaining thereto
throughout the world; and


      
        
           


        

        
          EXHIBIT
G-1

          
            

          

        

        
           


        

      


      (b)           any
and all agreements, licenses and covenants providing for the granting of any
exclusive right to such Grantor in or to any registered Copyright including,
without limitation, each agreement required to be listed in Schedule A attached
hereto, and the right to sue or otherwise recover for past, present and future
infringement or other violation or impairment thereof, including the right to
receive all Proceeds therefrom, including without limitation license fees,
royalties, income, payments, claims, damages and proceeds of suit, now or
hereafter due and/or payable with respect thereto.

       

      SECTION
3.       Security Agreement

       

      The
security interest granted pursuant to this 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 the Grantors hereby
acknowledge and affirm that the rights and remedies of the Collateral Agent with
respect to the security interest in the Copyright 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 Agreement is
deemed to conflict with the Pledge and Security Agreement, the provisions of the
Pledge and Security Agreement shall control.

       

      SECTION
4.       Governing Law

       

      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 LAW RELATING TO THE LAW
GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY
INTEREST).

       

      SECTION
5.       Counterparts

       

      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.

       

      [Remainder
of page intentionally left blank]


      
        
           


        

        
          EXHIBIT
G-2

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, each
Grantor has caused this Agreement to be executed and delivered by its duly
authorized officer as of the date first set forth above.

       

      
        
          
            	 
      	
                    [NAME
      OF GRANTOR]

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	  
      
	 
      	 
      	
                    Name:

                  
	 
      	 
      	
                    Title:

                  


          

        

      

      


      
        STATE
OF  ___________________)

         )           ss.

        COUNTY
OF  _________________)

      

      


      On this
____ day of ____________, ____ before me personally appeared
___________________, proved to me on the basis of satisfactory evidence to be
the person who executed the foregoing instrument on behalf of
____________________, who being by me duly sworn did depose and say that he/she
is an authorized officer of said corporation, that the said instrument was
signed on behalf of said corporation as authorized by its Board of Directors and
that he/she acknowledged said instrument to be the free act and deed of said
corporation.

       

      
        
          
            
              	 
      	  
      
	 
      	
                      Notary
      Public

                    
	 
      	 
      
	 
      	
                      [NAME
      OF GRANTOR]

                    
	 
      	 
      
	 
      	
                      By:

                    	  
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    


            

          

        

      

      


      
        STATE
OF  ___________________)

         )           ss.

        COUNTY
OF  _________________)

      

      


      On this
____ day of ____________, ____ before me personally appeared
___________________, proved to me on the basis of satisfactory evidence to be
the person who executed the foregoing instrument on behalf of
____________________, who being by me duly sworn did depose and say that he/she
is an authorized officer of said corporation, that the said instrument was
signed on behalf of said corporation as authorized by its Board of Directors and
that he/she acknowledged said instrument to be the free act and deed of said
corporation.

       

      [ADD
SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]


      
        
           


        

        
          EXHIBIT
G-3

          
            

          

        

        
           


        

      

       

      
        
          
            	
                    Accepted
      and Agreed:

                  
	 
      
	
                    BARCLAYS
      BANK PLC,

                  
	
                    as
      Collateral Agent

                  
	 
      	 
      
	
                    By:

                  	  
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      


      
        
           


        

        
          EXHIBIT
G-4

          
            

          

        

        
           


        

      

       

      SCHEDULE
A

      to

      COPYRIGHT
SECURITY AGREEMENT


       

      COPYRIGHT REGISTRATIONS AND
APPLICATIONS

       

      
        
          
            	
                    Title

                  	 
      	
                    Application No.

                  	 
      	
                    Filing Date

                  	 
      	
                    Registration No.

                  	 
      	
                    Registration

                    Date

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                      

                  	 
      	
                      

                  	 
      	
                      

                  	 
      	
                      

                  	 
      


          

        

      

      


      EXCLUSIVE COPYRIGHT
LICENSES

       

      
        
          
            
              	
                      Description of Copyright

                      License

                    	 
      	
                      Name of Licensor

                    	 
      	
                      Registration Number of

                      underlying Copyright

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                        

                    	 
      	
                        

                    	 
      


            

          

        

      

       

      
        
           


        

        
          EXHIBIT
G-5