**Exhibit 10.61**

**EXECUTION VERSION**

 

**PLEDGE AND SECURITY AGREEMENT**

**Dated as of October 15, 2010**

**among**

**KNOLOGY, INC.****

*******as aGrantor*******

**and**

**Each Other Grantor**

**From Time to Time Party Hereto**

**and**

**CREDIT SUISSE AG,**

**CAYMAN ISLANDS BRANCH********

*******as Collateral Agent*******

**WEIL,GOTSHAL & MANGES LLP**

**767 FIFTH AVENUE**

**NEW YORK, NEW YORK 10153-0119**

**ANNEXESAND SCHEDULES**

 
Annex 1    Form of Pledge AmendmentAnnex 2    Form of Joinder AgreementAnnex 3    Form of Short Form Intellectual Property Security AgreementSchedule 1    Jurisdiction of Organization; Principal Executive OfficeSchedule 2    Pledged CollateralSchedule 3    FilingsSchedule 4    Location of Inventory and EquipmentSchedule 5    Intellectual PropertySchedule 6    Bank Accounts; Control AccountsSchedule 7    Commercial Tort Claims

**PLEDGE AND SECURITYAGREEMENT**, dated as of October 15, 2010, by KNOLOGY, INC., a Delaware corporation (the “*Borrower*”) and each of the other entities listed on the signature pageshereof or that becomes a party hereto pursuant to *Section 7.10 (Additional Grantors)*(each a “*Grantor*” and, collectively with the Borrower, the “*Grantors*”), in favor of CREDIT SUISSE AG, acting throughone or more of its branches (“*CS*”), as agent (in such capacity, the “*Collateral Agent*”) for the Secured Parties (as defined in the Credit Agreement referred to below). 

**W ITNESSETH:**

WHEREAS, pursuant to the Credit Agreement, dated as of October 15,2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “*Credit Agreement*”), among the Borrower, the Lenders and Issuers party thereto, the other parties thereto, and CS, asAdministrative Agent and Collateral Agent for the Lenders and Issuers, the Lenders and the Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; 

WHEREAS, the Grantors other than the Borrower are party to the Guaranty pursuant to which they have guaranteed theObligations (as defined in the Credit Agreement); and 

WHEREAS, it is a condition precedent to the obligationof the Lenders and the Issuers to make their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Collateral Agent; 

NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the Issuers and the CollateralAgent to enter into the Credit Agreement and to induce the Lenders and the Issuers to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Collateral Agent as follows: 

**ARTICLE I.     DEFINED TERMS**

***Section 1.1         Definitions***

(a)         Unless otherwise defined herein, terms defined in the Credit Agreement and usedherein have the meanings given to them in the Credit Agreement. 

(b)        Terms usedherein without definition that are defined in the UCC have the meanings given to them in the UCC, including the following terms (which are capitalized herein): 

*“Account Debtor”*

*“Account”*

*“Certificated Security”*

*“Chattel Paper”*

*“Commercial Tort Claim”*

*“Commodity Account”*

*“Control Account”*

*“Deposit Account”*

*“Documents”*

*“Entitlement Holder”*

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*“Entitlement Order”*

*“Equipment”*

*“Financial Asset”*

*“General Intangible”*

*“Goods”*

*“Instruments”*

*“Inventory”*

*“Investment Property”*

*“Letter of Credit Right”*

*“Proceeds”*

*“Securities Account”*

*“Securities Intermediary”*

*“Security”*

*“Security Entitlement”*

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

“*Additional Pledged Collateral*” means any Pledged Collateral acquired by any Grantor after the date hereof and in which a security interest is granted pursuant to *Section 2.2*(*Grant of Security Interest in Collateral*), including, to the extent a security interest is granted therein pursuant to *Section 2.2* (*Grant of Security Interest in Collateral*), (i) all Stock and Stock Equivalents of anyPerson that are acquired by any Grantor after the date hereof, together with all certificates, instruments or other documents representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of the foregoing,(ii) all additional Indebtedness from time to time owed to any Grantor by any obligor on the Pledged Debt Instruments and the Instruments evidencing such Indebtedness and (iii) all interest, cash, Instruments and other property or Proceedsfrom time to time received, receivable or otherwise distributed in respect of or in exchange for any of the foregoing. “*Additional Pledged Collateral*” may be General Intangibles, Instruments or Investment Property. 

“*Agent*” has the meaning specified in the recitals to this Agreement. 

“*Agreement*” means this Pledge and Security Agreement. 

“*Borrower*” has the meaning specified in the preamble to this Agreement. 

“*Collateral*” has the meaning specified in *Section 2.1 (Collateral)*. 

“*Collateral Agent*” has the meaning specified in the preamble to this Agreement. 

“*Copyright Licenses*” means any written agreement naming any Grantor as licensor or licensee granting any right under anyCopyright, including the grant of any right to copy, publicly perform, create derivative works, manufacture, distribute, exploit or sell materials derived from any Copyright. 

“*Copyrights*” means (a) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered andwhether published or unpublished, all registrations and recordings thereof and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any foreign counterpartsthereof, and (b) the right to obtain all renewals thereof. 

 
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“*Deposit Account Control Agreement*” means a letter agreement in formand substance reasonably satisfactory to Collateral Agent executed by the relevant Grantor, the Collateral Agent and the relevant financial institution at which such Grantor maintains the applicable Deposit Account. 

“*Excluded Equity*” means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiaryof any Grantor that is a Non-U.S. Person. For the purposes of this definition, “*Voting Stock*” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuerentitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)). 

“*Excluded Property*”means, collectively, (a) Excluded Equity, (b) any permit, lease, license, contract, instrument or other agreement held by any Grantor that prohibits or requires the consent of any Person other than the Borrower and its Affiliates as acondition to the creation by such Grantor of a Lien thereon, or any permit, lease, license contract or other agreement held by any Grantor (including any Communications License, CATV Franchise or PUC Authorization) to the extent that any Requirementof Law applicable thereto prohibits the creation of a Lien thereon, but only, in each case, to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any otherRequirement of Law, (c) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed) and (d) property owned by any Grantor that is subject to a purchase moneyLien or a Capital Lease if the contract or other agreement in which such Lien is granted (or in the documentation providing for such Capital Lease) prohibits or requires the consent of any Person other than the Borrower and its Affiliates as acondition to the creation of any other Lien on such Equipment; *provided, however*, “*Excluded Property*” shall not include any Proceeds, substitutions or replacements of Excluded Property (unless such Proceeds, substitutions orreplacements would constitute Excluded Property). 

“*Intellectual Property*” means, collectively, all rights,priorities and privileges of any Grantor relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, TrademarkLicenses, trade secrets and Internet domain names, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. 

“*Intercompany Note*” means any promissory note evidencing loans made by any Grantor or any of its Subsidiaries to any ofits Subsidiaries or another Grantor or to any Subsidiary of the Borrower. 

“*LLC*” means each limited liabilitycompany in which a Grantor has an interest, including those set forth on *Schedule 2* (*Pledged Collateral*). 

“*LLC Agreement*” means each limited liability company agreement, operating agreement or similar governing document withrespect to a LLC, as each agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified from time to time. 

“*Material Intellectual Property*” means Intellectual Property owned by or licensed to a Grantor and material to the conduct of any Grantor’s business. 

 
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“*Partnership*” means each partnership in which a Grantor has aninterest, including those set forth on *Schedule 2* (*Pledged Collateral*). 

“*PartnershipAgreement*” means each partnership agreement governing a Partnership, as each such agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified. 

“*Patents*” means (a) all letters patent of the United States, any other country or any political subdivision thereofand all reissues and extensions thereof, (b) all applications for letters patent of the United States or any other country and all divisionals, continuations and continuations-in-part thereof and (c) all rights to obtain any reissues,continuations or continuations-in-part of the foregoing. 

“*Patent License*” means all agreements, whetherwritten or oral, providing for the grant by or to any Grantor of any right to manufacture, have manufactured, use, import, sell or offer for sale any invention covered in whole or in part by a Patent. 

“*Pledged Certificated Stock*” means all Certificated Securities and any other Stock and Stock Equivalent of a Personevidenced by a certificate, Instrument or other equivalent document, in each case owned by any Grantor, including all Stock listed on *Schedule 2* (*Pledged Collateral*). 

“*Pledged Collateral*” means, collectively, the Pledged Stock, Pledged Debt Instruments, any other Investment Property ofany Grantor, all chattel paper, certificates or other Instruments representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of the foregoing. Pledged Collateral may be General Intangibles, Instruments orInvestment Property. For purposes of this Agreement, the term “*Pledged Collateral*” shall not include any Excluded Property. 

“*Pledged Debt Instruments*” means all right, title and interest of any Grantor in Instruments evidencing any Indebtedness owed to such Grantor, including all Indebtedness described on*Schedule 2* (*Pledged Collateral*), issued by the obligors named therein. 

“*Pledged Stock*” meansall Pledged Certificated Stock and all Pledged Uncertificated Stock. For purposes of this Agreement, the term “*Pledged Stock*” shall not include any Excluded Equity. 

“*Pledged Uncertificated Stock*” means any Stock or Stock Equivalent of any Person that is not a Pledged CertificatedStock, including all right, title and interest of any Grantor as a limited or general partner in any Partnership or as a member of any LLC and all right, title and interest of any Grantor in, to and under any Partnership Agreement or LLC Agreementto which it is a party. 

“*Securities Account Control Agreement*” means a letter agreement, in form andsubstantive reasonably satisfactory to Collateral Agent, executed by the relevant Grantor, the Collateral Agent and the relevant Approved Securities Intermediary. 

“*Securities Act*” means the Securities Act of 1933, as amended. 

“*Trademark License*” means any agreement, whether written or oral, providing for the grant by or to any Grantor of anyright to use any Trademark. 

 
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“*Trademarks*” means (a) all trademarks, trade names, corporatenames, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and, in each case, all goodwill associated therewith, whether now existing or hereafter adopted oracquired, all registrations and recordings thereof and all applications in connection therewith, in each case whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or anyother country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the right to obtain all renewals thereof. 

“*UCC*” means the Uniform Commercial Code as from time to time in effect in the State of Delaware; *provided, however*, that, in the event that, by reason of mandatory provisions oflaw, any of the attachment, perfection or priority of the Collateral Agent’s and the Secured Parties’ security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State ofDelaware, the term “*UCC*” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitionsrelated to such provisions. 

“*Vehicles*” means all vehicles covered by a certificate of title law of anystate. 

***Section 1.2        Certain Other Terms***

(a)        In this Agreement, in the computation of periods of time from a specified date to alater specified date, the word “*from*” means “from and including” and the words “*to*” and “*until*” each mean “to but excluding” and the word “*through*” means“to and including.” 

(b)        The terms “*herein,*”“*hereof,*” “*hereto*” and “*hereunder*” and similar terms refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause in this Agreement. 

(c)        References herein to an Annex, Schedule, Article, Section, subsection or clause referto the appropriate Annex or Schedule to, or Article, Section, subsection or clause in this Agreement. 

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

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

(f)        Any reference in this Agreement to a Loan Document shall include all appendices, exhibits and schedules thereto, and, unless specifically statedotherwise all amendments, restatements, supplements or other modifications thereto, and as the same may be in effect at any time such reference becomes operative. 

(g)        The term “*including*” means “including without limitation” except when used in the computation of time periods. 

(h)        The terms “*Lender*,” “*Issuer*,”“*Administrative Agent*,” “*Collateral Agent*,” “*Agent*,” and “*Secured Party*” include their respective successors. 

 
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(i)        References in this Agreement to anystatute shall be to such statute as amended or modified and in effect from time to time. 

**ARTICLE II.  GRANTOF SECURITY INTEREST**

***Section 2.1        Collateral***

For the purposes of this Agreement, all of the followingproperty now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “*Collateral*”: 

 
 (a)all Accounts; 
 
 (b)all Chattel Paper; 
 
 (c)all Deposit Accounts; 
 
 (d)all Documents; 
 
 (e)all Equipment; 
 
 (f)all General Intangibles; 
 
 (g)all Instruments; 
 
 (h)all Inventory; 
 
 (i)all Investment Property; 
 
 (j)all Letter-of-Credit Rights; 
 
 (k)all Vehicles; 
(l)      the Commercial Tort Claims described on *Schedule 7 (Commercial Tort Claims)* and on any supplement thereto received by the Collateral Agent pursuant to *Section 4.10* (*Notice of Commercial TortClaims*); 

(m)      all books and records pertaining to the other property described in this*Section 2.1*; 

(n)       all property of any Grantor held by the Collateral Agent orany other Secured Party, including all property of every description, in the possession or custody of or in transit to the Collateral Agent or such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of suchGrantor or as to which such Grantor may have any right or power; 

(o)       all other Goods,fixtures and personal property of such Grantor, whether tangible or intangible and wherever located; and 

(p)      to the extent not otherwise included, all Proceeds of the foregoing; 

 
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*provided, however*, that “*Collateral*” shall not include any Excluded Property;and *provided*, further, that if and when any property shall cease to be Excluded Property, such property shall be deemed at all times from and after the date hereof to constitute Collateral. 

***Section 2.2        Grant of Security Interest in Collateral***

Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, byacceleration or otherwise) of the Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the SecuredParties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; *provided*, *however*, that if and when any property that at any time constituted Excluded Property becomesCollateral, the Collateral Agent shall have, and at all times from and after the date hereof be deemed to have had, a security interest in such property. 

***Section 2.3         Cash Collateral Accounts***

The Collateral Agent may establish a Deposit Account at any bank or financial institution (including any of its Affiliates) which shall be designated as “*CS — Knology, Inc. Cash CollateralAccount*”. Such Deposit Account shall be a Cash Collateral Account. 

**ARTICLE III. REPRESENTATIONSAND WARRANTIES**

To induce the Lenders, the Issuers and the Collateral Agent to enter intothe Credit Agreement, each Grantor hereby represents and warrants each of the following to the Collateral Agent, the Lenders, the Issuers and the other Secured Parties: 

***Section 3.1         Title; No Other Liens***

Except for the Lien granted to the Collateral Agent pursuant to this Agreement and the other Liens permitted to exist on the Collateral under the Credit Agreement, such Grantor (a) is the record andbeneficial owner of the Pledged Collateral pledged by it hereunder constituting Instruments or Certificated Securities, (b) is the Entitlement Holder of all such Pledged Collateral constituting Investment Property held in a Securities Accountand (c) has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien. 

***Section 3.2         Perfection and Priority***

The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Agent in the Collateral for which perfection isgoverned by the UCC or filing with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, upon (a) in the case of all Collateral in which a security interest may be perfected by filing a financingstatement under the UCC, the completion of the filings and other actions specified on *Schedule 3* (*Filings*) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agentin completed and duly executed form), (b) the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent or in blank,(c) the execution of Securities Account Control Agreements with respect to Investment Property named therein not in certificated form, (d) the 

 
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execution of Deposit Account Control Agreements with respect to all Deposit Accounts named therein of a Grantor and (e) with respect to Intellectual Property arising under the laws of theUnited States, to the extent that any Requirement of Law for a security interest’s obtaining priority over the rights of a lien creditor with respect to Intellectual Property preempts Section 9-310(4) of the UCC, all appropriate filingshaving been made with the United States Copyright Office and the USPTO, as applicable. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’sLien by operation of law or otherwise as permitted under the Credit Agreement. 

***Section 3.3        Jurisdiction of Organization; Chief Executive Office***

SuchGrantor’s jurisdiction of organization, legal name, organizational identification number, if any, and the location of such Grantor’ s chief executive office or sole place of business, in each case as of the date hereof, is specified on*Schedule 1* (*Jurisdiction of Organization; Principal Executive Office*) and such *Schedule 1* (*Jurisdiction of Organization; Principal Executive Office*) also lists all jurisdictions of incorporation, legal names and locationsof such Grantor’ s chief executive office or sole place of business for the five years preceding the date hereof. 

***Section 3.4         Inventory and Equipment***

On the date hereof, such Grantor’s Inventory and Equipment (other than mobile goods and Inventory or Equipment in transit) are keptat the locations listed on *Schedule 4 (Location of Inventory and Equipment)* and such *Schedule 4 (Location of Inventory and Equipment)* also lists the locations of such Inventory and Equipment for the five years preceding the datehereof. 

***Section 3.5         Pledged Collateral***

(a)         The Pledged Stock pledged hereunder by such Grantor is listed on *Schedule 2*(*Pledged Collateral*) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on *Schedule 2* (*Pledged Collateral*). 

(b)         All of the Pledged Stock (other than Pledged Stock in limited liability companies andpartnerships) has been duly authorized, validly issued and is fully paid and nonassessable. 

(c)        Each of the Pledged Debt Instruments constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects ofapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity orat law). 

(d)         All Pledged Collateral and, if applicable, any AdditionalPledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with *Section 4.4(a)* (*Pledged Collateral*) hereof and *Section 7.11 (Additional Collateral andGuaranties)*of the Credit Agreement. 

 
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(e)         Except to the extent otherwisepermitted by the Credit Agreement, all Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. 

(f)         Other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than that represented by Certificated Securities orInstruments in the possession of the Collateral Agent or that consist of Financial Assets held in a Control Account, in each case, except to the extent otherwise permitted by the Credit Agreement. 

***Section 3.6         Accounts***

No amount payable to such Grantor under or in connection with any Account is evidenced by any Instrument or Chattel Paper that has notbeen delivered to the Collateral Agent, properly endorsed for transfer, to the extent delivery is required by *Section 4.4* (*Pledged Collateral*). 

***Section 3.7         Intellectual Property***

(a) *        Schedule 5 (Intellectual Property)* lists all Material Intellectual Property of such Grantor on the date hereof, separately identifying that ownedby such Grantor and that licensed to such Grantor. The Material Intellectual Property set forth on *Schedule 5 (Intellectual Property)* for such Grantor constitutes all of the intellectual property rights necessary to conduct its business.

(b)         All Material Intellectual Property owned by such Grantor is valid,subsisting, unexpired and enforceable, has not been adjudged invalid and has not been abandoned and the use thereof in the business of such Grantor does not infringe, misappropriate, dilute or violate the intellectual property rights of any otherPerson. 

(c)         Except as set forth in *Schedule 5* (*IntellectualProperty*), none of the Material Intellectual Property owned by such Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor. 

(d)         To such Grantor’s knowledge, no holding, decision or judgment has been renderedby any Governmental Authority that would limit, cancel or question the validity of, or such Grantor’s rights in, any Material Intellectual Property. 

(e)         No action or proceeding seeking to limit, cancel or question the validity of any Material Intellectual Property owned by such Grantor or suchGrantor’s ownership interest therein is pending or, to the knowledge of such Grantor, threatened. There are no claims, judgments or settlements to be paid by such Grantor relating to the Material Intellectual Property. 

***Section 3.8         Deposit Accounts; Securities Accounts***

The only Deposit Accounts or Securities Accounts maintained by any Grantor on the date hereof are those listed on Schedule 6 (BankAccounts; Control Accounts), which sets forth such information separately for each Grantor. 

 
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***Section 3.9         Commercial TortClaims***

The only Commercial Tort Claims of any Grantor existing on the date hereof (regardless of whether the amount,defendant or other material facts can be determined and regardless of whether such Commercial Tort Claim has been asserted, threatened or has otherwise been made known to the obligee thereof or whether litigation has been commenced for such claims)are those listed on *Schedule 7*(*Commercial Tort Claims*), which sets forth such information separately for each Grantor. 

**ARTICLE IV. COVENANTS**

Each Grantor agrees with theCollateral Agent to the following, as long as any Obligation or Commitment remains outstanding and, in each case, unless the Collateral Agent otherwise consents in writing: 

***Section 4.1         Generally***

Such Grantor shall (a) except for the security interest created by this Agreement not create or suffer to exist any Lien upon or with respect to any Collateral, except Liens permitted under*Section 8.2* (*Liens, Etc.*) of the Credit Agreement, (b) not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any other Loan Document, (c) not enter into anyagreement or undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell, assign or transfer any Collateral if such restriction would have a Material Adverse Effect. 

***Section 4.2         Maintenance of Perfected Security Interest; Further Documentation***

(a)         Such Grantor shall maintain the security interest created by thisAgreement as a perfected security interest having at least the priority described in *Section 3.2*(*Perfection and Priority*) and shall defend such security interest and such priority against the claims and demands of all Persons.

(b)         Such Grantor shall furnish to the Collateral Agent from time to timestatements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request in writing, all in reasonable detail and in form and substancesatisfactory to the Collateral Agent. 

(c)         At any time and from time to time,upon the reasonable written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further action asthe Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing or continuation statement under the UCC (orother similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Deposit Account Control Agreements and Securities Account Control Agreements. 

 
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***Section 4.3         Changes inLocations, Name, Etc.***

(a)         Except upon 30 days’ prior writtennotice to the Collateral Agent and delivery to the Collateral Agent of (i) all additional financing statements and other documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the securityinterests provided for herein and (ii) if applicable, a written supplement to *Schedule 4*(*Location of Inventory and Equipment*) showing (A) any additional locations at which Inventory or Equipment shall be kept or (B) anychanges in any location where Inventory or Equipment shall be kept that would require the Collateral Agent to take any action to maintain a perfected security interest in such Collateral, such Grantor shall not do any of the following: 

  (i)         permit any Inventory or Equipment to be kept at alocation other than those listed on *Schedule 4*(*Location of Inventory and Equipment*), except for Inventory or Equipment in transit; 

  (ii)         change its jurisdiction of organization or its location, in each case from that referred to in *Section 3.3* (*Jurisdiction ofOrganization; Chief Executive Office*); or 

  (iii)        change its legal name or any trade name used to identify it in the conduct of its business or ownership of its properties or organizational identification number, if any, or corporation, limitedliability company or other organizational structure to such an extent that any financing statement filed in connection with this Agreement would become misleading. 

(b)         Such Grantor shall keep and maintain at its own cost and expense satisfactory and complete records of the Collateral, including a record of all paymentsreceived and all credits granted with respect to the Collateral and all other dealings with the Collateral. 

***Section 4.4        Pledged Collateral***

(a)         Such Grantor shall (i) deliver to the Collateral Agent, all certificates andInstruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’sendorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, dulyexecuted by the Grantor, in substantially the form of *Annex 1*(*Form of Pledge Amendment*), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of *Annex 2*(*Form of Joinder Agreement*), or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the CollateralAgent to attach each Pledge Amendment to this Agreement. After the incurrence and continuation of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to the Grantor, to transfer to or toregister in its name or in the name of its nominees any Pledged Collateral. The Collateral Agent shall have the right, upon the reasonable request to the Grantor, to exchange any certificate or instrument representing or evidencing any PledgedCollateral for certificates or instruments of smaller or larger denominations. 

(b)        Such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends) with respect to

 
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the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the liquidation or dissolution of any issuer of any Pledged Collateral, any distribution of capital made onor in respect of any Pledged Collateral or any property distributed upon or with respect to any Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to thereorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations.If any sum of money or property so paid or distributed in respect of any Pledged Collateral shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or propertyin trust for the Collateral Agent, segregated from other funds of such Grantor, as additional security for the Secured Obligations. 

(c)         Such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect tothe Pledged Collateral; *provided*, *however*, that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would impair the Collateral, be inconsistent with or result in any violation of anyprovision of the Credit Agreement, this Agreement or any other Loan Document or, without prior notice to the Collateral Agent, enable or permit any issuer of Pledged Collateral to issue any Stock or other equity Securities of any nature or to issueany other securities convertible into or granting the right to purchase or exchange for any Stock or other equity Securities of any nature of any issuer of Pledged Collateral, except for in connection with any issuance permitted underSection 8.3(e) of the Credit Agreement. 

(d)         Such Grantor shall not grant“control” (within the meaning of such term under Article 9-106 of the UCC) over any Investment Property to any Person other than the Collateral Agent. 

(e)         In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to thePledged Collateral issued by it and shall comply with such terms insofar as such terms are applicable to it. In the case of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, suchGrantor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in *Section 5.3* (*Pledged Collateral*)), and (ii) the pledge by each other Grantor, pursuant to theterms hereof, of the Pledged Stock in such Person and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a holder of such Pledged Stock with all the rights,powers and duties of other holders of Pledged Stock of the same class and, if the Grantor having pledged such Pledged Stock hereunder had any right, power or duty at the time of such pledge or at the time of such substitution beyond that of suchother holders, with all such additional rights, powers and duties. Such Grantor agrees to execute and deliver to the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise giveeffect to the consents given in this *clause (e)*. 

(f)         Such Grantorshall not, without the consent of the Collateral Agent, agree to any amendment of any Constituent Document that in any way materially and adversely affects the perfection of the security interest of the Collateral Agent in the Pledged Collateralpledged by such Grantor hereunder, including any amendment electing to treat any membership interest or partnership interest that is part of the Pledged Collateral as a “security” under Section 8-103 of the UCC, or any election toturn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock. 

 
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***Section 4.5         Accounts***

(a)         Except with respect to any Account that is more than ninety(90) days past-due, such Grantor shall not, other than in the ordinary course of business consistent with its past practice, (i) grant any extension of the time of payment of any Account, (ii) compromise or settle any Account for lessthan the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Account, (iv) allow any credit or discount on any Account or (v) amend, supplement or modify any Account in any manner thatcould adversely affect the value thereof. 

(b)         The Collateral Agent shall havethe right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and such Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require inconnection therewith; *provided*, *however*, that unless a Default or Event of Default shall be continuing, the Collateral Agent shall make no more than four such test verifications of the Accounts during any calendar year. At any time andfrom time to time, upon the Collateral Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Collateral Agent to furnish to the Collateral Agent reportsshowing reconciliations, aging and test verifications of, and trial balances for, the Accounts; *provided*, *however*, that unless a Default or Event of Default shall be continuing, the Collateral Agent shall request no more than four suchreports during any calendar year. 

***Section 4.6         Delivery ofInstruments and Chattel Paper***

If any amount in excess of $1,000,000 payable under or in connection with anyCollateral owned by such Grantor shall be or become evidenced by an Instrument or Chattel Paper, such Grantor shall deliver, within five Business Days, such Instrument or Chattel Paper to the Collateral Agent, duly indorsed in a manner satisfactoryto the Collateral Agent, or, if consented to by the Collateral Agent, shall mark all such Instruments and Chattel Paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the securityinterest of Credit Suisse AG, Cayman Islands Branch, as Collateral Agent” or such other substantially similar legend. 

***Section 4.7         Intellectual Property***

(a)         Such Grantor (either itself or through licensees) shall (i) continue to use eachTrademark that is Material Intellectual Property in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use,(ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements ofLaw, (iv) not adopt or use any mark that is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent shall obtain a perfected security interest in such mark pursuant to this Agreement and (v) not (and notpermit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way. 

(b)         Such Grantor (either itself or through licensees) shall not do any act, or omit to doany act, whereby any Patent that is Material Intellectual Property may become forfeited, abandoned or dedicated to the public. 

 
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(c)         Such Grantor (either itself orthrough licensees) (i) shall not (and shall not permit any licensee or sublicensee thereof to) do any act or omit to do any act whereby any portion of the Copyrights that is Material Intellectual Property may become invalidated or otherwiseimpaired and (ii) shall not (either itself or through licensees) do any act whereby any portion of the Copyrights that is Material Intellectual Property may fall into the public domain. 

(d)         Such Grantor (either itself or through licensees) shall not do any act, or omit to doany act, whereby any trade secret that is Material Intellectual Property may become publicly available or otherwise unprotectable. 

(e)         Such Grantor (either itself or through licensees) shall not do any act that knowingly uses any Material Intellectual Property to infringe,misappropriate, or violate the intellectual property rights of any other Person. 

(f)        Such Grantor shall notify the Collateral Agent immediately if it knows, or has reason to know, that any application or registration relating to any Material Intellectual Property may become forfeited,abandoned or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United StatesCopyright Office or any court or tribunal in any country) regarding such Grantor’ s ownership of, right to use, interest in, or the validity of, any Material Intellectual Property or such Grantor’s right to register the same or to own andmaintain the same. 

(g)         Whenever such Grantor, either by itself or through anyagent, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within or outside theUnited States or register any Internet domain name, such Grantor shall report such filing to the Collateral Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Collateral Agent,such Grantor shall execute and deliver, and have recorded, all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’ s security interest in any Copyright, Patent,Trademark or Internet domain name and the goodwill and general intangibles of such Grantor relating thereto or represented thereby. 

(h)         Such Grantor shall take all reasonable actions necessary or requested by the Collateral Agent with respect to any Material Intellectual Property,including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency and any Internet domain name registrar, to maintain and pursue each application (and to obtain therelevant registration) and to maintain each registration of any Copyright, Trademark, Patent or Internet domain name that is Material Intellectual Property, including filing of applications for renewal, affidavits of use, affidavits ofincontestability and opposition and interference and cancellation proceedings. 

(i)        In the event that any Material Intellectual Property is or has been infringed upon or misappropriated or diluted by a third party, such Grantor shall notify the Collateral Agent promptly after suchGrantor learns thereof. Such Grantor shall take appropriate action in response to such infringement, misappropriation of dilution, including promptly bringing suit for infringement, misappropriation or dilution and to recover all damages for suchinfringement, misappropriation of dilution, and shall take such other actions as may be appropriate in its reasonable judgment under the circumstances to protect such Material Intellectual Property. 

 
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(j)         Unless otherwise agreed to by theCollateral Agent, such Grantor shall execute and deliver to the Collateral Agent for filing (i) in the United States Copyright Office a short-form copyright security agreement in the form attached hereto as *Annex 3* (*Form of Short FormIntellectual Property Security Agreement*), (ii) in the United States Patent and Trademark Office and with the Secretary of State of all appropriate States of the United States a short-form patent security agreement in the form attachedhereto as *Annex 3*(*Form of Short Form Intellectual Property Security Agreement*), (iii) in the United States Patent and Trademark Office a short-form trademark security agreement in form attached hereto as *Annex 3* (*Formof Short Form Intellectual Property Security Agreement*) and (iv) with the appropriate Internet domain name registrar, a duly executed form of assignment of such Internet domain name to the Collateral Agent (together with appropriatesupporting documentation as may be requested by the Collateral Agent) in form and substance reasonably acceptable to the Collateral Agent. In the case of *clause (iv)* above, such Grantor hereby authorizes the Collateral Agent to file suchassignment in such Grantor’s name and to otherwise perform in the name of such Grantor all other necessary actions to complete such assignment, and each Grantor agrees to perform all appropriate actions deemed necessary by the Collateral Agentfor the Collateral Agent to ensure such Internet domain name is registered in the name of the Collateral Agent. 

***Section 4.8         Payment of Obligations***

Such Grantor shall pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, alltaxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including claims for labor, materials and supplies) against or with respect to theCollateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books ofsuch Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein. 

***Section 4.9         [Reserved]***

***Section 4.10         Notice of Commercial Tort Claims***

Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim (whether from another Person or because such Commercial Tort Claim shall have come into existence) in an amount(taking the greater of the aggregate claimed damages thereunder or the reasonably estimated value thereof) in excess of $5,000,000, (a) it shall, within five Business Days of such acquisition, deliver to the Collateral Agent, in each case inform and substance satisfactory to the Collateral Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to *Schedule 7*(*Commercial Tort Claims*) containing a reasonable description of suchCommercial Tort Claim, (b) the provision of *Section 2.1* (*Collateral*) shall apply to such Commercial Tort Claim and (c) it shall execute and deliver to the Collateral Agent, in each case in form and substance satisfactoryto the Collateral Agent, any certificate, agreement and other document, and take all other action, deemed by the Collateral Agent to be reasonably necessary or appropriate for the Collateral Agent to obtain, on behalf of the Lenders, afirst-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to *Schedule 7* (*Commercial Tort Claims*) delivered pursuant to this *Section 4.10* (*Notice of Commercial Tort Claims*) shall,after the receipt thereof by the Collateral Agent, become part of *Schedule 7* (*Commercial Tort Claims*) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

 
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**ARTICLE V.   REMEDIALPROVISIONS**

***Section 5.1         Code and Other Remedies***

During the continuance of an Event of Default, the Collateral Agent may exercise, in addition to all other rights andremedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting thegenerality of the foregoing, during the continuance of an Event of Default, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred tobelow) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and mayforthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’sboard or office of the Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk.The Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free ofany right or equity of redemption of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, during the continuance of an Event of Default, at the Collateral Agent’s request, to assemble the Collateral andmake it available to the Collateral Agent at places that the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this*Section 5.1*, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of theCollateral Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only aftersuch application and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantorwaives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder, except where such claims, damages or demands have resulted primarily from thegross negligence or willful misconduct of the Collateral Agent or any other Secured Party, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. If any notice of a proposed sale or other disposition ofCollateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. 

***Section 5.2         Accounts and Payments in Respect of General Intangibles***

(a)         In addition to, and not in substitution for, any similar requirement in the CreditAgreement, if required by the Collateral Agent at any time during the continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Grantor, shall be forthwith (and, in any event,within five Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent, in an Approved Deposit Account or a Cash Collateral Account, subject to withdrawal by the Collateral Agent asprovided in *Section 5.4* (*Proceeds to be Turned Over To*

 
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*Collateral Agent*). Until so turned over, such payment shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor. At the CollateralAgent’s written request, each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(b)         At the Collateral Agent’s request, during the continuance of anEvent of Default, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions that gave rise to the Accounts or payments in respect of General Intangibles,including all orders, invoices and shipping receipts. 

(c)         The CollateralAgent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any portion thereof. 

(d)         The Collateral Agent in its own name or in the name of others may at any time duringthe continuance of an Event of Default, after giving notice to the relevant Grantor or Grantors, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account oramounts due under any General Intangible. 

(e)         Upon the request of theCollateral Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respectthereof shall be made directly to the Collateral Agent. In addition, the Collateral Agent may at any time during the continuance of an Event of Default enforce such Grantor’s rights against such Account Debtors and obligors of GeneralIntangibles. 

(f)         Anything herein to the contrary notwithstanding, eachGrantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of anyagreement giving rise thereto. Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising outof this Agreement or the receipt by the Collateral Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Grantorunder or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of anyperformance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

***Section 5.3         Pledged Collateral***

(a)         During the continuance of an Event of Default, upon notice by the Collateral Agent tothe relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and (ii) theCollateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or

 
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issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if itwere the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate orequivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agentmay determine), all without liability except to account for property actually received by it; *provided*, *however*, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall notbe responsible for any failure to do so or delay in so doing. 

(b)         In order topermit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) eachGrantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and(ii) without limiting the effect of *clause (i)* above, each Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges andremedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as thecase may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person(including the issuer of such Pledged Collateral or any officer or agent thereof) solely during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations. 

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

***Section 5.4         Proceeds to be Turned Over To Collateral Agent***

Unless otherwise expressly provided in the Credit Agreement, all Proceeds received by the Collateral Agent hereunder in cash or CashEquivalents shall be held by the Collateral Agent in a Cash Collateral Account. All Proceeds while held by the Collateral Agent in a Cash Collateral Account (or by such Grantor in trust for the Collateral Agent) shall continue to be held ascollateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the Credit Agreement. 

***Section 5.5         Registration Rights***

(a)         If the Collateral Agent shall determine to exercise its right to sell any of the Pledged Collateral pursuant to *Section 5.1* (*Code andOther Remedies*) during the continuance 

 
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of an Event of Default, and if in the opinion of the Collateral Agent it is necessary or advisable to have the Pledged Collateral, or any portion thereof, to be registered under the provisions ofthe Securities Act, the relevant Grantor shall cause the issuer thereof to (i) execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all such instruments and documents, and do or cause to be done allsuch other acts as may be, in the opinion of the Collateral Agent, necessary or advisable to register the Pledged Collateral, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause theregistration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Collateral, or that portion thereof to be sold and (iii) make all amendmentsthereto or to the related prospectus that, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commissionapplicable thereto. Each Grantor agrees to cause such issuer to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction that the Collateral Agent shall designate and to make available to its security holders, assoon as practicable, an earnings statement (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act. 

(b)         Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any Pledged Collateral by reason of certain prohibitionscontained in the Securities Act and applicable state securities laws or otherwise or may determine that a public sale is impracticable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restrictedgroup of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any suchprivate sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner.The Collateral Agent shall be under no obligation to delay a sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act, or under applicable statesecurities laws, even if such issuer would agree to do so. 

(c)         During thecontinuance of an Event of Default, each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Collateral pursuant to this*Section 5.5* valid and binding and in compliance with all other applicable Requirements of Law. Each Grantor further agrees that a breach of any covenant contained in this *Section 5.5* will cause irreparable injury to theCollateral Agent and other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this*Section 5.5* shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event ofDefault has occurred under the Credit Agreement. 

***Section 5.6        Deficiency***

Each Grantor shall remain liable for any deficiency if theproceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorney employed by the Collateral Agent or any other Secured Party to collect such deficiency.

 
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***Section 5.7         Approvals***

Without limiting the generality of the foregoing, during the continuance of an Event of Default, each Grantor shalltake any action which the Collateral Agent may reasonably request in order to assign, or to transfer control of the holder of, to the Collateral Agent, or such one or more third parties as the Collateral Agent may designate, or to a combination ofthe foregoing, each Communications License, CATV Franchise or PUC Authorization or other approval from a Governmental Authority and the Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdictionto enforce such obligations. Such receiver shall be instructed to seek from the Governmental Authority approval for an involuntary assignment of, or transfer of control of the holder of, each such Communications License, CATV Franchise or PUCAuthorization or other approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Grantor hereby agrees to authorize and make application for such an involuntary assignment or transfer of controlupon the request of the receiver so appointed and, if such Grantor shall refuse to authorize and make application for the assignment or transfer of control, its approval may be required by the court. Furthermore, each Grantor shall use its bestefforts to assist in obtaining approval of any Governmental Authority, if required, for any action or transaction contemplated by this Agreement, including, without limitation, the preparation, execution and filing with any Governmental Authority ofthe assignor’s or transferor’s portion of any application or applications for consent to the assignment of any Communications License, CATV Franchise or PUC Authorization or other approval, or to the transfer of control of the holderthereof, necessary or appropriate under the rules and regulations of any Governmental Authority for the approval of the assignment of any portion of the assets of such Grantor, together with any Communications License, CATV Franchise or PUCAuthorization or other approval, or the transfer of control of the holder thereof. Because each Grantor agrees that the Collateral Agent’s remedy at law for failure of such Grantor to comply with the provisions of this *Section 5.7*would by inadequate and that such failure would not be adequately compensable in damages, each Grantor agrees that these covenants and agreements may be specifically enforced, and each Grantor hereby waives, and agrees not to assert, any defensesagainst an action for specific performance of such covenants. Notwithstanding the foregoing, the Lenders and the Collateral Agent understand and agree that the assignment or transfer of control of some of the Communications Licenses requires advanceapproval by the FCC. 

**ARTICLE VI. THE COLLATERAL AGENT**

***Section 6.1         Collateral Agent’s Appointment as Attorney-in-Fact***

(a)         Each Grantor hereby irrevocably constitutes and appoints theCollateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in itsown name, for the purpose of carrying out the terms of this Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limitingthe generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following: 

  (i)         in the name of such Grantor or its own name, orotherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any Account or General Intangible or 

 
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with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for thepurpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable; 

  (ii)        in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as theCollateral Agent may request to evidence the Collateral Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby; 

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

  (iv)        execute, in connection with any sale provided for in*Section 5.1* (*Code and Other Remedies*) or *5.5* (*Registration Rights*), any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; or 

  (v)        (A) direct any party liable for any payment under anyCollateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims andother amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment,verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any otherright in respect of any Collateral, (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith,give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term orterms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell,transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option andsuch Grantor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the other Secured Parties’security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. 

Anything inthis *clause (a)* to the contrary notwithstanding, the Collateral Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be continuing.

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

 
23 

PLEDGEAND SECURITYAGREEMENT

KNOLOGY, INC. 

 
(c)         The reasonable expenses of theCollateral Agent incurred in connection with actions undertaken as provided in this *Section 6.1*, together with interest thereon at a rate per annum equal to the rate of interest provided in *Sections 2.10(a)(i)* and*(c)* (*Rate of Interest; Default Interest*) of the Credit Agreement, shall be payable by such Grantor to the Collateral Agent on demand. 

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

***Section 6.2         Duty of Collateral Agent***

The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the CollateralAgent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon anyCollateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to any Collateral. Thepowers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party toexercise 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 respective officers,directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. 

***Section 6.3         Authorization of Financing Statements***

Each Grantor authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to file or record financing statements, amendments to financingstatements, and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agentunder this Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets of the debtor”, “all personal property of the debtor” or words of similar effect. Each Grantor herebyalso authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to file continuation statements with respect to previously filed financing statements. A photographic or otherreproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction. 

***Section 6.4         Authority of Collateral Agent***

Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by theCollateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by theCredit Agreement and by such other agreements with respect thereto as may exist from time to time among them, 

 
24 

PLEDGEAND SECURITYAGREEMENT

KNOLOGY, INC. 

 
but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Collateral Agent and the other Secured Parties with fulland valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. 

**ARTICLE VII.         MISCELLANEOUS**

***Section 7.1         Amendments in Writing***

None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with *Section 11.1* (*Amendments, Waivers, Etc.*) of theCredit Agreement; *provided*, *however*, that annexes to this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in substantiallythe form of *Annex 1*(*Form of Pledge Amendment*) and *Annex 2* (*Form of Joinder Agreement*) respectively, in each case duly executed by the Collateral Agent and each Grantor directly affected thereby. 

***Section 7.2         Notices***

All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall be effected in the manner provided forin *Section 11.8* (*Notices, Etc.*) of the Credit Agreement; *provided*, *however*, that any such notice, request or demand to or upon any Grantor shall be addressed to the Borrower’s notice address set forth in such*Section 11.8*. 

***Section 7.3         No Waiver by Course ofConduct; Cumulative Remedies***

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

***Section 7.4        Successors and Assigns***

This Agreement shall be binding upon thesuccessors and assigns of each Grantor and shall inure to the benefit of the Collateral Agent and each other Secured Party and their successors and assigns; *provided*, *however*, that no Grantor may assign, transfer or delegate any of itsrights or obligations under this Agreement without the prior written consent of the Collateral Agent. 

***Section 7.5        Counterparts***

This Agreement may be executed by one or more of theparties to this Agreement on any number of separate counterparts (including by telecopy), each of which when so executed 

 
25 

PLEDGEAND SECURITYAGREEMENT

KNOLOGY, INC. 

 
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple counterparts and attached to a singlecounterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart. 

***Section 7.6         Severability***

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

***Section 7.7         Section Headings***

The Article and Section titles contained in this Agreement are, and shall be, without substantive meaning or content of any kindwhatsoever and are not part of the agreement of the parties hereto. 

***Section 7.8        Entire Agreement***

This Agreement together with the other LoanDocuments represents the entire agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. 

***Section 7.9         Governing Law***

This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of Delaware. 

***Section 7.10         Additional Grantors***

If, pursuant to *Section 7.11* (*Additional Collateral and Guaranties*) of the Credit Agreement, the Borrower shall berequired to cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to the Collateral Agent a Joinder Agreement substantially in the form of *Annex 2* (*Form of JoinderAgreement*) and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Effective Date. 

***Section 7.11         Release of Collateral***

(a)         At the time provided in *Sections 10.8(b)(i)* and *(iii)* (*Concerning the Collateral and the Collateral Documents*) of the CreditAgreement and to the extent required under such provisions, Collateral shall be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent andeach Grantor hereunder with respect to such Collateral shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to such Collateral (if any) shall revert to the Grantors. At the request and soleexpense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any such Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to

 
26 

PLEDGEAND SECURITYAGREEMENT

KNOLOGY, INC. 

 
such Grantor such documents as such Grantor shall reasonably request to evidence such termination. 

(b)         If the Collateral Agent shall be directed or permitted pursuant to *Section 10.8(b)(ii)* or *(iii)* (*Concerning the Collateraland the Collateral Documents*) of the Credit Agreement to release any Lien created hereby upon any Collateral (including any Collateral sold or disposed of by any Grantor in a transaction permitted by the Credit Agreement), such Collateral shallbe released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, *Section 10.8(b)(ii)* or *(iii)* (*Concerning the Collateral and the Collateral Documents*) of theCredit Agreement. In connection therewith, the Collateral Agent, at the request and sole expense of the Borrower, shall execute and deliver to the Borrower all releases or other documents, including, without limitation, UCC termination statements,reasonably necessary or desirable for the release of the Lien created hereby on such Collateral. At the request and sole expense of the Borrower, a Grantor shall be released from its obligations hereunder in the event that all the capital stock ofsuch Grantor shall be so sold or disposed; *provided*, *however*, that the Borrower shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for releaseidentifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower in form and substancesatisfactory to the Collateral Agent stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents. 

***Section 7.12         Reinstatement***

Each Grantor further agrees that, if any payment made by any Loan Party or other Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to befraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of Collateral are required to be returned by any Secured Party to such Loan Party, its estate, trustee, receiver or any other party, including any Grantor,under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if suchpayment had never been made or, if prior thereto the Lien granted hereby or other Collateral securing such liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), such Lien or other Collateral shallbe reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect any Lien or other Collateral securing the obligations of any Grantor in respect of the amount of suchpayment. 

[REMAINDEROF PAGE INTENTIONALLY LEFTBLANK] 

 
27 

INWITNESSWHEREOF, each of the undersigned hascaused this Pledge and Security Agreement to be duly executed and delivered as of the date first above written. 

 
Knology, Inc.,By: 
/s/ M. Todd Holt
 Name: M. Todd Holt Title: President and Chief Financial Officer
 
Knology Broadband, Inc.Knology of Central Florida, Inc.Knology Provider Solutions Group, Inc.KNOLOGY of Alabama, Inc.KNOLOGY of Augusta, Inc.KNOLOGY of Charleston, Inc.Knology of Columbus, Inc.Knology of Florida, LLCKNOLOGY of Georgia, Inc.KNOLOGY of Huntsville, Inc.Knology of Kansas, Inc.,KNOLOGY of Knoxville, IncKNOLOGY of Montgomery, Inc.KNOLOGY of Nashville, Inc.KNOLOGY of South Carolina, Inc.KNOLOGY of Tennessee, Inc.ITC Globe, Inc.Knology of the Valley, Inc.Valley Telephone Co., LLCKnology of South Dakota, Inc.Knology of the Plains, Inc.Knology Community Telephone, Inc.Knology Of The Black Hills, LLCBlack Hills Fiber Systems, Inc.BHFC PUBLISHING, LLCKnology Total Communications, Inc.Knology of the Wiregrass, Inc.Wiregrass Telcom, Inc.COMMUNICATIONS ONE, INC.West Georgia Broadband, Inc.GLOBE TELECOMMUNICATIONS, INC.
 
By: 
/s/ M. Todd Holt
Name:   M. Todd HoltTitle:     President and Chief Financial Officer
[SIGNATURE PAGETO PLEDGEAND SECURITY AGREEMENT] 

ACCEPTEDAND AGREED

as of the date first above written:

CREDIT SUISSE AG,

CAYMAN ISLANDSBRANCH,**

*as Collateral Agent*
By: 
/s/ Bill O’Daly
Name:   Bill O’DalyTitle: DirectorBy: 
/s/ Christopher Reo Day
Name:   Christopher Reo DayTitle: Associate
[SIGNATURE PAGETO PLEDGEANDSECURITY AGREEMENT] 

**ANNEX 1**

**TO**

**PLEDGEAND SECURITY AGREEMENT**

**FORMOF PLEDGE AMENDMENT**

This **PLEDGE AMENDMENT**, dated as of                 ,20    , is delivered pursuant to *Section 4.4(a)* (*Pledged Collateral*) of the Pledge and Security Agreement, dated as of October [    ], 2010 (as the same may be amended,restated, supplemented or otherwise modified from time to time, the “*Pledge and Security Agreement*”), by Knology, Inc. (the “*Borrower*”), the [undersigned Grantor and the other] Subsidiaries of the Borrower from timeto time party thereto as Grantors in favor of Credit Suisse AG, Cayman Islands Branch, as agent for the Secured Parties referred to therein (the “*Collateral Agent*”) and the undersigned hereby agrees that this Pledge Amendment may beattached to the Pledge and Security Agreement and that the Pledged Collateral listed on this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all Secured Obligations of theundersigned. Capitalized terms used herein but not defined herein are used herein with the meaning given them in the Pledge and Security Agreement. 

 
[GRANTOR]By: 
 
 Name: Title:
*Pledged Stock*

 

ISSUER
 
CLASS
 
CERTIFICATE

NO(S).
 
PAR VALUE
 
NUMBER OF

SHARES,

UNITSOR

INTERESTS

 

*Pledged Debt Instruments*

 

ISSUER
 
DESCRIPTIONOF

DEBT
 
CERTIFICATE

NO(S).
 
FINAL

MATURITY
 
PRINCIPAL

AMOUNT

 
A1-1

ACKNOWLEDGEDAND AGREED

as of the date first above written: 

CREDIT SUISSE AG, 

*Cayman Islands Branch*, **

*asCollateral Agent*

 
By: 
 
 Name: Title:
 
A1-2

**ANNEX 2**

**TO**

**PLEDGEAND SECURITY AGREEMENT**

**FORMOF JOINDER AGREEMENT**

This **JOINDER AGREEMENT**, dated as of                 ,20    , is delivered pursuant to *Section 7.10 (Additional Grantors)* of the Pledge and Security Agreement, dated as of October [    ], 2010, by Knology, Inc. (the“*Borrower*”) and the Subsidiaries of the Borrower listed on the signature pages thereof in favor of the Credit Suisse AG, Cayman Islands Branch, as agent for the Secured Parties referred to therein (the “*Pledge and SecurityAgreement*”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Pledge and Security Agreement. 

By executing and delivering this Joinder Agreement, the undersigned, as provided in *Section 7.10 (Additional Grantors)* of the Pledge and Security Agreement, hereby becomes a party to thePledge and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, hereby grants to the Collateral Agent, as collateral security forthe full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, hereby collaterally assigns, mortgages, pledges and hypothecates to theCollateral Agent and grants to the Collateral Agent a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantorthereunder. 

The information set forth in *Annex I-A* is hereby added to the information set forth in*Schedules 1* through *6* to the Pledge and Security Agreement. [By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Pledge and Security Agreement andthat the Pledged Collateral listed on Annex 1-A to this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all Secured Obligations of the undersigned.]1

The undersigned hereby represents and warrants that each of the representations and warranties contained in *Article III*(*Representations and Warranties*) of the Pledge and Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date. 

 

 

1 Insert topledge Stock of the new Subsidiary without doing a Pledge Amendment. 

 
A2-1

INWITNESSWHEREOF, the undersigned has causedthis Joinder Agreement to be duly executed and delivered as of the date first above written. 

 

[EACH GRANTOR PLEDGING

ADDITIONAL COLLATERAL]
By: 
 
 Name: Title:
ACKNOWLEDGEDAND AGREED

as of the date first above written: 

CREDIT SUISSE AG, 

*Cayman Islands Branch*, **

*asCollateral Agent*

 
By: 
 
 Name: Title:
 
A2-2

[SIGNATURE PAGETO JOINDER AGREEMENT] 

**Annex 3**

**to**

**Pledge and Security Agreement**

**Form of Short Form Intellectual Property Security Agreement2**

**[COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT,**dated as of                , 20    , by each of the entities listed on the signature pages hereof [or that becomes a party hereto pursuantto *Section 7.10 (Additional Grantors)*of the Security Agreement referred to below] (each a “*Grantor*” and, collectively, the “*Grantors*”), in favor of Credit Suisse AG, Cayman Islands Branch, as agent (insuch capacity, the “*Collateral Agent*”) for the Secured Parties (as defined in the Credit Agreement referred to below). 

**W i t n e s s e t h:**

WHEREAS, pursuant to the CreditAgreement, dated as of October [    ], 2010(as the same may be amended, restated, supplemented or otherwise modified from time to time, the “*Credit Agreement*”), among KNOLOGY,INC. (the “*Borrower*”), the Lenders and Issuers party thereto, the other parties thereto and Credit Suisse AG, as Administrative Agent and Credit Suisse AG, Cayman Islands Branch, as Collateral Agent for the Lendersand Issuers, the Lenders and the Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; 

WHEREAS, the Grantors other than the Borrower are party to the Guaranty pursuant to which they have guaranteed the Obligations; and 

WHEREAS, all the Grantors are party to a Pledge and Security Agreement of even date herewith in favor of the CollateralAgent (the “*Security Agreement*”) pursuant to which the Grantors are required to execute and deliver this [Copyright] [Patent] [Trademark] Security Agreement; 

NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the Issuers and the Collateral Agent to enter into the Credit Agreement and to induce the Lendersand the Issuers to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Collateral Agent as follows: 

***Section 1.        Defined Terms***

Unless otherwise defined herein, terms defined in the Credit Agreement or in the Security Agreement and used herein have the meaning given to them in the Credit Agreement or the Security Agreement.

***Section 2.        Grant of Security Interest in [Copyright] [Trademark][Patent] Collateral***

Each Grantor, as collateral security for the full, prompt and complete payment and performancewhen due (whether at stated maturity, by acceleration or otherwise) of the 

 
2 
Separate short form agreements should be filed relating to each Grantor’s respective copyrights, patents and trademarks. 

 
A3-1

Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefitof the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the “*[Copyright] [Patent] [Trademark] Collateral*”): 

[(a)        all of its Copyrights and Copyright Licenses to which it is a party, including,without limitation, those referred to on *Schedule I* hereto; 

(b)        all extensions of the foregoing; and 

(c)        all Proceeds of the foregoing, including, without limitation, any claim by Grantoragainst third parties for past, present or future infringement of any Copyright or Copyright licensed under any Copyright License.] 

or 

[(a)        all of its Patents andPatent Licenses to which it is a party, including, without limitation, those referred to on *Schedule I*hereto; 

(b)        all reissues, continuations or continuations-in-part of the foregoing; and 

(c)        all Proceeds of the foregoing, including, without limitation, any claim by Grantoragainst third parties for past, present or future infringement of any Patent or any Patent licensed under any Patent License.] 

or 

[(a)        all of its Trademarks and Trademark Licenses to which it is a party, including,without limitation, those referred to on*Schedule I* hereto; 

(b)        all goodwill of the business connected with the use of, and symbolized by, eachTrademark; and 

(c)        all Proceeds of the foregoing, including, withoutlimitation, any claim by Grantor against third parties for past, present, future (i) infringement or dilution of any Trademark or Trademark licensed under any Trademark License or (ii) injury to the goodwill associated with any Trademarkor any Trademark licensed under any Trademark License.] 

***Section 3.        Security Agreement***

The security interest granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with thesecurity interest granted to the Collateral Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the [Copyright][Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. 

[SIGNATURE PAGES FOLLOW] 

 
A3-2

INWITNESSWHEREOF, each Grantor has causedthis [Copyright] [Patent] [Trademark] Security Agreement to be executed and delivered by its duly authorized offer as of the date first set forth above. 

 

[GRANTOR],

*as Grantor*

By:
 
 
     Name:     Title:
ACCEPTEDAND AGREED

as of the date first above written: 

CREDIT SUISSE AG, 

*Cayman Islands Branch,*

*as CollateralAgent*

 

By:
 
 
 
Name:
 
Title

 
A3-3

[SIGNATURE PAGETO [COPYRIGHT] [PATENT][TRADEMARK] SECURITY AGREEMENT]