Exhibit 4.4


    
      

      

    

     

    
 

     

    COLLATERAL
      AGREEMENT

     

    dated
      and
      effective as of

     

    September
      20, 2006,

     

    among

     

    BPC
      ACQUISITION CORP.,

    (which
      on
      the Closing Date shall be merged with and into

    BPC
      Holding Corporation,

    with
      BPC
      Holding Corporation surviving such merger as the issuer,

    as
      Issuer

     

    each
      Subsidiary of the Issuer

    identified
      herein,

     

    and

     

    WELLS
      FARGO BANK, N.A.,

    as
      Collateral Agent

     

     

     

     

    
      
        
        

      

      
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    THIS
      COLLATERAL AGREEMENT IS SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT
      OF EVEN DATE HEREWITH AMONG BERRY PLASTICS GROUP, INC., THE ISSUER, CERTAIN
      OF
      ITS SUBSIDIARIES, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, AS FIRST LIEN AGENT,
      AND
      WELLS FARGO BANK, N.A., AS TRUSTEE, AS SET FORTH MORE FULLY IN SECTION 7.18
      HEREOF. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY
      INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED
      PARTIES, PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY
      BY
      THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO
      THE
      PROVISIONS OF THE INTERCREDITOR AGREEMENT.

     

     

    


     

     

     

     

    
 

    
      
        
        

      

      
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    TABLE
      OF
      CONTENTS

     

                                                       

    
      
        	
                ARTICLE
                  I 

              	
                DEFINITIONS

              	
                2

              
	
                Section
                  1.01.

              	
                Indenture

              	
                2

              
	
                Section
                  1.02.

              	
                Other
                  Defined Terms

              	
                2

              
	
                ARTICLE
                  II 

              	
                [RESERVED]

              	
                8

              
	
                ARTICLE
                  III 

              	
                PLEDGE
                  OF SECURITIES

              	
                8

              
	
                Section
                  3.01.

              	
                Pledge

              	
                8

              
	
                Section
                  3.02.

              	
                Delivery
                  of the Pledged Collateral

              	
                8

              
	
                Section
                  3.03.

              	
                Representations,
                  Warranties and Covenants

              	
                9

              
	
                Section
                  3.04.

              	
                Registration
                  in Nominee Name; Denominations

              	
                11

              
	
                Section
                  3.05.

              	
                Voting
                  Rights; Dividends and Interest, Etc.

              	
                11

              
	
                ARTICLE
                  IV 

              	
                SECURITY
                  INTERESTS IN OTHER PERSONAL PROPERTY

              	
                13

              
	
                Section
                  4.01.

              	
                Security
                  Interest

              	
                13

              
	
                Section
                  4.02.

              	
                Representations
                  and Warranties

              	
                15

              
	
                Section
                  4.03.

              	
                Covenants

              	
                18

              
	
                Section
                  4.04.

              	
                Other
                  Actions

              	
                21

              
	
                Section
                  4.05.

              	
                Covenants
                  Regarding Patent, Trademark and Copyright Collateral

              	
                22

              
	
                ARTICLE
                  V 

              	
                REMEDIES

              	
                24

              
	
                Section
                  5.01.

              	
                Remedies
                  Upon Default

              	
                24

              
	
                Section
                  5.02.

              	
                Application
                  of Proceeds

              	
                26

              
	
                Section
                  5.03.

              	
                Securities
                  Act, Etc.

              	
                27

              
	
                ARTICLE
                  VI

              	
                OTHER
                  SECOND-LIEN OBLIGATIONS

              	
                27

              
	
                Section
                  6.01.

              	
                Other
                  Second-Lien Obligations

              	
                27

              
	
                ARTICLE
                  VII

              	
                MISCELLANEOUS

              	
                28

              
	
                Section
                  7.01.

              	
                Notices

              	
                28

              
	
                Section
                  7.02.

              	
                Security
                  Interest Absolute

              	
                28

              
	
                Section
                  7.03.

              	
                Limitation
                  By Law

              	
                28

              
	
                Section
                  7.04.

              	
                Binding
                  Effect; Several Agreement

              	
                29

              
	
                Section
                  7.05.

              	
                Successors
                  and Assigns

              	
                29

              
	
                Section
                  7.06.

              	
                Collateral
                  Agent’s Fees and Expenses; Indemnification

              	
                29

              
	
                Section
                  7.07.

              	
                Collateral
                  Agent Appointed Attorney-in-Fact

              	
                30

              
	
                Section
                  7.08.

              	
                GOVERNING
                  LAW

              	
                31

              
	
                Section
                  7.09.

              	
                Waivers;
                  Amendment

              	
                31

              
	
                Section
                  7.10.

              	
                WAIVER
                  OF JURY TRIAL

              	
                31

              
	
                Section
                  7.11.

              	
                Severability

              	
                32

              
	
                Section
                  7.12.

              	
                Counterparts

              	
                32

              
	
                Section
                  7.13.

              	
                Headings

              	
                32

              
	
                Section
                  7.14.

              	
                Jurisdiction;
                  Consent to Service of Process

              	
                32

              
	
                Section
                  7.15.

              	
                Termination
                  or Release

              	
                33

              
	
                Section
                  7.16.

              	
                Additional
                  Subsidiaries

              	
                33

              
	
                Section
                  7.17.

              	
                Right
                  of Set-off

              	
                33

              
	
                Section
                  7.18.

              	
                Subject
                  to Intercreditor Agreement

              	
                33

              


      

    

     

     

    
      
        
        

      

      
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                Section
                  7.19.

              	
                Senior
                  Collateral Documents

              	
                33

              


      

    

     

    Schedules

     

    Schedule
      I Subsidiary
      Parties

    Schedule
      II Debt
      Securities

    Schedule
      III Intellectual
      Property

    Schedule
      IV Filing
      Offices

     

    Exhibits

     

    Exhibit
      I Form
      of
      Supplement to the Collateral Agreement

    Exhibit
      II Form
      of
      Perfection Certificate

    Exhibit
      III Form
      of
      Additional Secured Creditor Consent 


    
      
        
           

        

        
        

      

      
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    COLLATERAL
      AGREEMENT dated and effective as of September 20, 2006 (this “Agreement”),
      among
      BPC ACQUISITION CORP., a Delaware corporation, which will merge (the
“Merger”)
      with
      and into BPC Holding Corporation, a Delaware corporation, with BPC Holding
      Corporation surviving such merger as the issuer (the “Issuer”),
      upon
      consummation of the Merger, each subsidiary of the Issuer identified herein
      as a
      party (each, a “Subsidiary
      Party”)
      and
      WELLS FARGO BANK, N.A., as collateral agent (in such capacity, the “Collateral
      Agent”)
      for
      the Secured Parties (as defined below).

     

    WHEREAS,
      pursuant to the terms, conditions and provisions of (a) the Indenture dated
      as
      of the date hereof (as amended, restated, supplemented or otherwise modified
      from time to time, the “Indenture”),
      among
      the Issuer, the Subsidiary Parties and Wells Fargo Bank, N.A., as Trustee (the
      “Trustee”),
      and
      (b) the Purchase Agreement dated as of September 15, 2006 (as amended, restated,
      supplemented, waived or otherwise modified from time to time, the “Purchase
      Agreement”),
      among
      BPC Acquisition Corp., the several parties named in Schedule I thereto (the
      “Initial
      Purchasers”)
      and,
      upon the consummation of the merger on the date hereof, BPC Holding Corporation
      and the Subsidiary Parties thereto, the Issuer is issuing $525,000,000 aggregate
      principal amount of its 87/8% Second
      Priority Senior Secured Fixed Rate Notes due 2014 (the “Fixed
      Rate Notes”)
      and
      $225,000,000 aggregate principal amount of its Second Priority Senior Secured
      Floating Rate Notes due 2014 (the “Floating
      Rate Notes”
and,
      together with (i) the Fixed Rate Notes, (ii) any and all additional Second
      Priority Senior Secured Floating Rate Notes and 87/8% Second
      Priority Senior Secured Fixed Rate Notes, in each case, issued pursuant to
      the
      Indenture and (iii) any and all exchange notes issued pursuant to the Indenture,
      collectively, the “Notes”),
      which
      will be guaranteed on a second priority senior secured basis by each of the
      Subsidiary Parties;

     

    WHEREAS,
      pursuant to the Credit Agreement dated as of the date hereof (as amended,
      restated, supplemented, waived or otherwise modified from time to time, the
      “Credit
      Agreement”),
      among
      Berry Plastics Group, Inc., a Delaware corporation (“Holdings”),
      BPC
      Acquisition Corp., which on the Closing Date (as defined in the Credit
      Agreement) will merge with and into BPC Holding Corporation (which will change
      its name to Berry Plastics Holding Corporation), with Berry Plastics Holding
      Corporation surviving such merger as the borrower, each subsidiary of Berry
      Plastics Holding Corporation, the lenders party thereto from time to time,
      Credit
      Suisse, Cayman Islands Branch, as administrative agent and collateral agent
      for
      the lenders (the “First
      Lien Agent”),
      and
      the other agents party thereto, the Pledgors (as defined below) have granted
      to
      the First Lien Agent (as defined below) a first-priority lien and security
      interest in the Collateral (as defined below); 

     

    WHEREAS,
      the Issuer, the Subsidiary Parties, the Collateral Agent and the First Lien
      Agent have entered into an Intercreditor Agreement dated as of the date hereof
      (as amended, restated, supplemented or otherwise modified from time to time,
      the
“Intercreditor
      Agreement”),
      pursuant to which the lien upon and security interest in the Collateral granted
      by this Agreement are and shall be subordinated in all respects to the lien
      upon
      and security interest in the Collateral granted pursuant to, and subject to
      the
      terms and conditions of, the Senior Lender Documents (as defined
      below);

     

    
      
        
        

      

      
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    WHEREAS,
      each Pledgor is executing and delivering this Agreement pursuant to the terms
      of
      the Indenture to induce the Trustee to enter into the Indenture and pursuant
      to
      the terms of the Purchase Agreement to induce the Initial Purchasers to purchase
      the Notes;

     

    WHEREAS,
      the Subsidiary Parties are affiliates of the Issuer, will derive substantial
      benefits from the extension of credit to the Issuer pursuant to the Indenture
      and are willing to execute and deliver this Agreement in order to induce the
      Trustee to enter into the Indenture and to induce the Initial Purchasers to
      purchase the Notes; and

     

    WHEREAS,
      each Pledgor has duly authorized the execution, delivery and performance of
      this
      Agreement.

     

    NOW,
      THEREFORE, for and in consideration of the premises, and of the mutual covenants
      herein contained, and in order to induce the Trustee to enter into the Indenture
      and the Initial Purchasers to purchase the Notes, each Pledgor and the
      Collateral Agent, on behalf of itself and each Secured Party (and each of their
      respective successors or assigns), hereby agree as follows:

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

     

    Section
      1.01. Indenture

     

    (a) Capitalized
      terms used in this Agreement and not otherwise defined herein have the
      respective meanings assigned thereto in the Indenture. All terms defined in
      the
      New York UCC (as defined herein) and not defined in this Agreement have the
      meanings specified therein. The term “instrument” shall have the meaning
      specified in Article 9 of the New York UCC. If the First-Lien Termination Date
      (as defined below) has occurred, a reference in this Agreement to the First
      Lien
      Agent shall, unless the context requires otherwise, be construed as a reference
      to the Collateral Agent and this agreement shall be interpreted
      accordingly.

     

    (b) The
      rules
      of construction specified in Section 1.04 of the Indenture also apply to this
      Agreement.

     

     

    Section
      1.02. Other
      Defined Terms. 
       As used in this Agreement, the following terms have the meanings specified
      below:

     

    “Account
      Debtor”
means
      any person who is or who may become obligated to any Pledgor under, with respect
      to or on account of an Account, Chattel Paper, General Intangibles, Instruments
      or Investment Property.

     

    “Additional
      Secured Debt Documents”
means
      any document or instrument executed and delivered with respect to any Other
      Second-Lien Obligations.

     

    
      
        
        

      

      
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    “Additional
      Secured Party Consent”
shall
      mean a completed additional secured party consent in the form of Exhibit III
      hereto.

     

    “Article
      9 Collateral”
has
      the
      meaning assigned to such term in Section 4.01.

     

    “Authorized
      Representative”
with
      respect to any Other Second-Lien Obligations means the agent or trustee under
      the agreement pursuant to which such Other Second-Lien Obligations are issued
      or
      incurred.

     

    “Collateral”
means
      Article 9 Collateral and Pledged Collateral.

     

    “Collateral
      Agent”
means
      the party named as such in this Agreement until a successor replaces it and,
      thereafter, means the successor.

     

    “Copyright
      License”
means
      any written agreement, now or hereafter in effect, granting any right to any
      Pledgor under any Copyright now or hereafter owned by any third party, and
      all
      rights of any Pledgor under any such agreement (including, without limitation,
      any such rights that such Pledgor has the right to license).

     

    “Copyright
      Security Agreement”
means
      a
      security agreement in the form hereof or a short form hereof, in each case,
      which form shall be reasonably acceptable to the Collateral Agent.

     

    “Copyrights”
means
      all of the following now owned or hereafter acquired by any Pledgor: (a) all
      copyright rights in any work subject to the copyright laws of the United States
      or any other country, whether as author, assignee, transferee or otherwise,
      (b)
      all registrations and applications for registration of any such copyright in
      the
      United States or any other country, including registrations, supplemental
      registrations and pending applications for registration in the United States
      Copyright Office and the right to obtain all renewals thereof, including those
      listed on Schedule
      III,
      (c) all
      claims for, and rights to sue for, past or future infringements of any of the
      foregoing, and (d) all income, royalties, damages and payments now or hereafter
      due and payable with respect to any of the foregoing, including damages and
      payments for past or future infringement thereof.

     

    “Credit
      Agreement”
has
      the
      meaning assigned to such term in the recitals of this Agreement.

     

    “Discharge
      of Senior Lender Claims”
has
      the
      meaning assigned to such term in the Intercreditor Agreement.

     

    “Federal
      Securities Laws”
has
      the
      meaning assigned to such term in Section 5.03.

     

    “First
      Lien Agent”
has
      the
      meaning assigned to such term in the Intercreditor Agreement.

     

    
      
        
        

      

      
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    “First-Lien
      Termination Date”
means,
      subject to Section 5.7 of the Intercreditor Agreement, the date on which the
      Discharge of Senior Lender Claims occurs; provided
      that if,
      at any time after the First-Lien Termination Date, the Discharge of Senior
      Lender Claims is deemed not to have occurred pursuant to Section 5.7 of the
      Intercreditor Agreement, the First-Lien Termination Date shall automatically
      be
      deemed not to have occurred for all purposes of this Agreement (other than
      with
      respect to any actions taken prior to the date of incurrence and designation
      of
      any new Senior Lender Claims as a result of the occurrence of such first
      Discharge of Senior Lender Claims).

     

    “General
      Intangibles”
means
      all “General Intangibles” as defined in the New York UCC, including all choses
      in action and causes of action and all other intangible personal property of
      any
      Pledgor of every kind and nature (other than Accounts) now owned or hereafter
      acquired by any Pledgor, including corporate or other business records,
      indemnification claims, contract rights (including rights under leases, whether
      entered into as lessor or lessee, Swap Agreements and other agreements),
      Intellectual Property, goodwill, registrations, franchises, tax refund claims
      and any guarantee, claim, security interest or other security held by or granted
      to any Pledgor to secure payment by an Account Debtor of any of the
      Accounts.

     

    “Governmental
      Authority”
shall
      mean any federal, state, local or foreign court or governmental agency,
      authority, instrumentality or regulatory or legislative body.

     

    “Holder”
has
      the
      meaning assigned to such term in the Indenture.

     

    “Indenture”
has
      the
      meaning assigned to such term in the recitals of this Agreement.

     

    “Indenture
      Documents”
means
      (a) the Indenture, the Notes, the Security Documents and this Agreement and
      (b)
      any other related documents or instruments executed and delivered pursuant
      to
      the Indenture or any Security Document, in each case, as such agreements may
      be
      amended, restated, supplemented or otherwise modified from time to
      time.

     

    “Indenture
      Parties”
means
      the Issuer and the Subsidiary Parties.

     

    “Initial
      Purchasers”
has
      the
      meaning assigned to such term in the recitals of this Agreement.

     

    “Intellectual
      Property”
means
      all intellectual property of every kind and nature now owned or hereafter
      acquired by any Pledgor, including, inventions, designs, Patents, Copyrights,
      Trademarks, Patent Licenses, Copyright Licenses, Trademark Licenses, trade
      secrets, domain names, confidential or proprietary technical and business
      information, know-how, show-how or other data or information and all related
      documentation.

     

    “Intellectual
      Property Security Agreements”
means
      the Copyright Security Agreement, Patent Security Agreement and Trademark
      Security Agreement.

     

    
      
        
        

      

      
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    “Intercreditor
      Agreement”
has
      the
      meaning assigned to such term in the recitals of this Agreement.

     

    “IP
      Agreements”
means
      all material Copyright Licenses, Patent Licenses, Trademark Licenses, and all
      other agreements, permits, consents, orders and franchises relating to the
      license, development, use or disclosure of any material Intellectual Property
      to
      which a Pledgor, now or hereafter, is a party or a beneficiary, including,
      without limitation, the agreements set forth on Schedule
      III
      hereto.

     

    “Issuer”
has
      the
      meaning assigned to such term in the preliminary statement of this
      Agreement.

     

    “Material
      Adverse Effect”
has
      the
      meaning assigned to such term in the Credit Agreement.

     

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

     

    “Notes”
has
      the
      meaning assigned to such term in the recitals of this Agreement.

     

    “Obligations”
shall
      mean (i) all obligations, liabilities and indebtedness (including, without
      limitation, principal, premium, interest (including, without limitation, all
      interest that accrues after the commencement of any case, proceeding or other
      action relating to the bankruptcy, insolvency, reorganization or similar
      proceeding of any Pledgor at the rate provided for in the respective
      documentation, whether or not a claim for post-petition interest is allowed
      in
      any such proceeding)) owing to the Collateral Agent, the Trustee and the holders
      under the Notes, the Indenture and the Security Documents and the due
      performance and compliance by the Pledgors with all of the terms, conditions
      and
      agreements contained in the Notes, the Indenture and in Security Documents;
      (ii)
      any and all sums advanced by the Collateral Agent in accordance with the
      Indenture or any of the Security Documents in order to preserve the Collateral
      or preserve its security interest in the Collateral; (iii) in the event of
      any
      proceeding for the collection or enforcement of any indebtedness, obligations,
      or liabilities of the Pledgors referred to in clause (i) above, the reasonable
      expenses of retaking, holding, preparing for sale or lease, selling or otherwise
      disposing of or realizing on the Collateral, or of any exercise by the
      Collateral Agent of its rights hereunder, together with reasonable attorneys’
fees and court costs; and (iv) if any Other Second-Lien Obligations are
      incurred, all obligations, liabilities and indebtedness (including, without
      limitation, principal, premium, interest (including, without limitation, all
      interest that accrues after the commencement of any case, proceeding or other
      action relating to the bankruptcy, insolvency, reorganization or similar
      proceeding of any Pledgor at the rate provided for in the respective
      documentation, whether or not a claim for post-petition interest is allowed
      in
      any such proceeding)) owing to any holder of Other Second-Lien Obligations
      (that
      has been designated as Obligations pursuant to Section 6.01)
      under
      any Additional Secured Debt Documents.

     

    
      
        
        

      

      
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    “Patent
      License”
means
      any written agreement, now or hereafter in effect, granting to any Pledgor
      any
      right to make, use or sell any invention covered by a Patent, now or hereafter
      owned by any third party (including, without limitation, any such rights that
      such Pledgor has the right to license).

     

    “Patent
      Security Agreement”
means
      a
      security agreement in the form hereof or a short form hereof, in each case,
      which form shall be reasonably acceptable to the Collateral Agent.

     

    “Patents”
means
      all of the following now owned or hereafter acquired by any Pledgor: (a) all
      letters patent of the United States or the equivalent thereof in any other
      country or jurisdiction, including those listed on Schedule
      III,
      and all
      applications for letters patent of the United States or the equivalent thereof
      in any other country or jurisdiction, including those listed on Schedule
      III,
      (b) all
      provisionals, reissues, extensions, continuations, divisions,
      continuations-in-part, reexaminations or revisions thereof, and the inventions
      disclosed or claimed therein, including the right to make, use, import and/or
      sell the inventions disclosed or claimed therein, (c) all claims for, and rights
      to sue for, past or future infringements of any of the foregoing and (d) all
      income, royalties, damages and payments now or hereafter due and payable with
      respect to any of the foregoing, including damages and payments for past or
      future infringement thereof.

     

    “Perfection
      Certificate”
means
      the Perfection Certificate with respect to the Pledgors substantially in the
      form of Exhibit
      II,
      completed and supplemented with the schedules and attachments contemplated
      thereby, and duly executed by a Financial Officer of the Issuer and the chief
      legal officer of the Issuer.

     

    “Pledged
      Collateral”
has
      the
      meaning assigned to such term in Section 3.01.

     

    “Pledged
      Debt Securities”
has
      the
      meaning assigned to such term in Section 3.01.

     

    “Pledged
      Securities”
means
      any promissory notes or other certificated securities now or hereafter included
      in the Pledged Collateral, including all certificates, instruments or other
      documents representing or evidencing any Pledged Collateral.

     

    “Pledgor”
shall
      mean the Issuer and each Subsidiary Party.

     

    “Purchase
      Agreement”
has
      the
      meaning assigned to such term in the recitals of this Agreement.

     

    “Secured
      Parties”
means
      (a) the Collateral Agent, (b) each Holder, (c) the beneficiaries of each
      indemnification obligation undertaken by any Indenture Party under any Indenture
      Document, (d) the Trustee, (e) holders of Other Second-Lien Obligations and
      their Authorized Representative; provided
      that
      such holders and their Authorized Representative comply with Section
      6.01
      hereof
      and such Authorized Representative executes an Additional Secured Party Consent,
      and (f) the successors and permitted assigns of each of the
      foregoing.

     

    
      
        
        

      

      
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    “Security
      Documents”
means
      this Agreement, any agreement pursuant to which assets are added to the
      Collateral or otherwise pledged to secure the Obligations and any other
      instruments or documents entered into and delivered in connection with any
      of
      the foregoing, as such agreements, instruments or documents may from time to
      time be amended, restated, supplemented or otherwise modified from time to
      time.

     

    “Senior
      Collateral Documents”
has
      the
      meaning assigned to such term in the Intercreditor Agreement.

     

    “Senior
      Lender Claims”
has
      the
      meaning assigned to such term in the Intercreditor Agreement.

     

    “Senior
      Lender Documents”
has
      the
      meaning assigned to such term in the Intercreditor Agreement.

     

    “Senior
      Lenders”
has
      the
      meaning assigned to such term in the Intercreditor Agreement.

     

    “Subsidiary
      Party”
has
      the
      meaning assigned to such term in the preliminary statement of this Agreement,
      and any Subsidiary that becomes a party hereto pursuant to Section
      7.16.

     

    “Trademark
      License”
means
      any written agreement, now or hereafter in effect, granting to any Pledgor
      any
      right to use any Trademark now or hereafter owned by any third party (including,
      without limitation, any such rights that such Pledgor has the right to
      license).

     

    “Trademark
      Security Agreement”
means
      a
      security agreement in the form hereof or a short form hereof, in each case,
      which form shall be reasonably acceptable to the Collateral Agent.

     

    “Trademarks”
means
      all of the following now owned or hereafter acquired by any Pledgor: (a) all
      trademarks, service marks, corporate names, company names, business names,
      fictitious business names, trade styles, trade dress, logos, other source or
      business identifiers, designs and general intangibles of like nature, now
      existing or hereafter adopted or acquired, all registrations thereof (if any),
      and all registration and recording applications filed in connection therewith,
      including registrations and registration applications in the United States
      Patent and Trademark Office or any similar offices in any State of the United
      States or any other country or any political subdivision thereof (except for
      “intent-to-use” applications for trademark or service mark registrations filed
      pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until
      an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d)
      of
      Lanham Act has been filed, to the extent, if any, that any assignment of an
      “intent-to-use” application prior to such filing would violate the Lanham Act),
      and all renewals thereof, including those listed on Schedule
      III,
      (b) all
      goodwill associated therewith or symbolized thereby, (c) all claims for, and
      rights to sue for, past or future infringements of any of the foregoing and
      (d)
      all income, royalties, damages and payments now or hereafter 

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        
due
        and
        payable with respect to any of the foregoing, including damages and payments
        for
        past or future infringement thereof.

    

     

    “Transactions”
has
      the
      meaning assigned to such term in the Credit Agreement.

     

     

    ARTICLE
      II

     

    [RESERVED]

     

     

     

    ARTICLE
      III

     

    PLEDGE
      OF
      SECURITIES

     

    Section
      3.01. Pledge. 
As
      security for the payment or performance when due (whether at the stated
      maturity, by acceleration or otherwise), as the case may be, in full of its
      Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent,
      its successors and permitted assigns, for the benefit of the Secured Parties,
      and hereby grants to the Collateral Agent, its successors and permitted assigns,
      for the benefit of the Secured Parties, a security interest in all of such
      Pledgor’s right, title and interest in, to and under (a) (i) the debt
      obligations listed opposite the name of such Pledgor on Schedule
      II,
      (ii)
      any debt securities in the future issued to such Pledgor having, in the case
      of
      each instance of debt securities, an aggregate principal amount in excess of
      $3.0 million, and (iii) the certificates, promissory notes and any other
      instruments, if any, evidencing such debt securities (the “Pledged
      Debt Securities”);
      (b)
      subject to Section 3.05 hereof, all payments of principal or interest,
      dividends, cash, instruments and other property from time to time received,
      receivable or otherwise distributed in respect of, in exchange for or upon
      the
      conversion of, and all other proceeds received in respect of, the property
      referred to in clause (a) above; (c) subject to Section 3.05 hereof, all rights
      and privileges of such Pledgor with respect to the securities and other property
      referred to in clauses (a) and (b) above; and (d) all proceeds of any of the
      foregoing (the items referred to in clauses (a) through (d) above being
      collectively referred to as the “Pledged
      Collateral”).

     

    TO
      HAVE
      AND TO HOLD, to the extent consistent with the terms of the Intercreditor
      Agreement, the Pledged Collateral, together with all right, title, interest,
      powers, privileges and preferences pertaining or incidental thereto, unto the
      Collateral Agent, its successors and permitted assigns, for the benefit of
      the
      Secured Parties, forever; subject,
      however,
      to the
      terms, covenants and conditions hereinafter set forth.

     

    Section
      3.02. Delivery
      of the Pledged Collateral

     

    (a) Each
      Pledgor agrees promptly to deliver or cause to be delivered to the First Lien
      Agent (or, if the First-Lien Termination Date has occurred, the Collateral
      Agent), for the benefit of the Secured Parties, any and all Pledged Securities
      to the extent such Pledged Securities, in the case of promissory notes or other
      instruments evidencing Indebtedness, are required to be delivered pursuant
      to
      paragraph (b) of this Section 3.02.

     

    
      
        
        

      

      
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    (b) Each
      Pledgor will cause any Indebtedness for borrowed money having an aggregate
      principal amount in excess of $3.0 million (other than (i) intercompany current
      liabilities incurred in the ordinary course of business in connection with
      the
      cash management operations of the Issuer and its Subsidiaries or (ii) to the
      extent that a pledge of such promissory note or instrument would violate
      applicable law) owed to such Pledgor by any person to be evidenced by a duly
      executed promissory note that is pledged and delivered to the First Lien Agent
      (or, if the First Lien Termination Date has occurred, the Collateral Agent),
      for
      the benefit of the Secured Parties, pursuant to the terms hereof. To the extent
      any such promissory note is a demand note, each Pledgor party thereto agrees,
      if
      requested by the First Lien Agent (or, if the First Lien Termination Date has
      occurred, the Collateral Agent), to immediately demand payment thereunder upon
      an Event of Default specified under Section 6.01(a), (b), (e), (f) or (g) of
      the
      Indenture unless such demand would not be commercially reasonable or would
      otherwise expose Pledgor to liability to the maker as determined by the
      applicable Pledgor.

     

    (c) Upon
      delivery to the First Lien Agent (or, if the First Lien Termination Date has
      occurred, the Collateral Agent), (i) any Pledged Securities required to be
      delivered pursuant to the foregoing paragraphs (a) and (b) of this Section
      3.02
      shall be accompanied by note powers, duly executed in blank or other instruments
      of transfer reasonably satisfactory to the First Lien Agent (or, if the First
      Lien Termination Date has occurred, the Collateral Agent) and by such other
      instruments and documents as the First Lien Agent (or, if the First Lien
      Termination Date has occurred, the Collateral Agent) may reasonably request
      and
      (ii) all other property comprising part of the Pledged Collateral delivered
      pursuant to the terms of this Agreement shall be accompanied to the extent
      necessary to perfect the security interest in or allow realization on the
      Pledged Collateral by proper instruments of assignment duly executed by the
      applicable Pledgor and such other instruments or documents (including issuer
      acknowledgments in respect of uncertificated securities) as the Collateral
      Agent
      may reasonably request. Each delivery of Pledged Securities shall be accompanied
      by a schedule describing the securities, which schedule shall be attached hereto
      as Schedule
      II
      (or a
      supplement to Schedule
      II,
      as
      applicable) and made a part hereof; provided
      that
      failure to attach any such schedule hereto shall not affect the validity of
      such
      pledge of such Pledged Securities. Each schedule so delivered shall supplement
      any prior schedules so delivered.

     

    Section
      3.03. Representations,
      Warranties and Covenants.
       The Pledgors, jointly and severally, represent, warrant and covenant to
      and with the Collateral Agent, for the benefit of the Secured Parties,
      that:

     

    (a) Schedule
      II
      includes
      all debt securities and promissory notes or instruments evidencing Indebtedness
      required to be delivered pursuant to Section 3.02;

     

    (b) the
      Pledged Securities (solely with respect to Pledged Debt Securities issued by
      a
      person that is not a Subsidiary of the Issuer or an Affiliate of any such
      Subsidiary, to the best of each Pledgor’s knowledge) have been duly and validly
      authorized and issued by the issuer thereof and solely with respect to Pledged
      Debt Securities issued by a person that is not a Subsidiary of the Issuer or
      an
      Affiliate of any such Subsidiary, to the best of each Pledgor’s knowledge) are
      legal, valid and binding obligations of the 

     

    
      
        
        

      

      
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    issuers
      thereof, subject to the effects of bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium and other similar laws relating to or
      affecting creditors’ rights generally, general equitable principles (whether
      considered in a proceeding at law or in equity) and an implied covenant of
      good
      faith and fair dealing;

     

    (c) except
      for the security interests granted hereunder, each Pledgor (i) is and, subject
      to any transfers made in compliance with the Indenture, will continue to be
      the
      direct owner, beneficially and of record, of the Pledged Securities indicated
      on
Schedule
      II
      as owned
      by such Pledgor, (ii) holds the same free and clear of all Liens, other than
      Permitted Liens, (iii) will make no assignment, pledge, hypothecation or
      transfer of, or create or permit to exist any security interest in or other
      Lien
      on, the Pledged Collateral, other than pursuant to a transaction permitted
      by
      the Indenture and other than Permitted Liens and (iv) subject to the rights
      of
      such Pledgor under the Indenture Documents to dispose of Pledged Collateral,
      will use commercially reasonable efforts to defend its title or interest hereto
      or therein against any and all Liens (other than Permitted Liens), however
      arising, of all persons;

     

    (d) [Intentionally
      Omitted.];

     

    (e) each
      Pledgor has the power and authority to pledge the Pledged Collateral pledged
      by
      it hereunder in the manner hereby done or contemplated;

     

    (f) other
      than as set forth in the Indenture or this Agreement or the schedules thereto
      or
      hereto, no consent or approval of any Governmental Authority, any securities
      exchange or any other person was or is necessary to the validity of the pledge
      effected hereby or the transfer of the Pledged Securities upon a foreclosure
      thereof (other than compliance with any securities law applicable to the
      transfer of securities), in each case other than such as have been obtained
      and
      are in full force and effect;

     

    (g) by
      virtue
      of the execution and delivery by the Pledgors of this Agreement, when any
      Pledged Securities are delivered to the First Lien Agent or the Collateral
      Agent, for the benefit of the Secured Parties, in accordance with this Agreement
      and a financing statement covering such Pledged Securities is filed in the
      appropriate filing office, the Collateral Agent will obtain, for the benefit
      of
      the Secured Parties, a legal, valid and perfected lien upon and security
      interest in such Pledged Securities under the New York UCC, subject only to
      Permitted Liens permitted under the Indenture, as security for the payment
      and
      performance of the Obligations; and

     

    (h) each
      Pledgor that is an issuer of the Pledged Collateral confirms that it has
      received notice of the security interest granted hereunder and consents to
      such
      security interest and agrees to transfer record ownership of the Pledged
      Securities issued by it in connection with any request by the Collateral
      Agent.

     

    
      
        
        

      

      
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    Section
      3.04. Registration
      in Nominee Name; Denominations.
       The First Lien Agent (or, if the First-Lien Termination Date has occurred,
      the Collateral Agent), on behalf of the Secured Parties, shall have the right
      (in its sole and absolute discretion) to hold the Pledged Securities in the
      name
      of the applicable Pledgor, endorsed or assigned in blank or in favor of the
      First Lien Agent (or, if the First-Lien Termination Date has occurred, the
      Collateral Agent) or, if an Event of Default shall have occurred and be
      continuing, in its own name as pledgee or the name of its nominee (as pledgee
      or
      as sub-agent). Each Pledgor will promptly give to the First Lien Agent (or,
      if
      the First-Lien Termination Date has occurred, the Collateral Agent) copies
      of
      any notices or other communications received by it with respect to Pledged
      Securities registered in the name of such Pledgor. If an Event of Default shall
      have occurred and be continuing, the First Lien Agent (or, if the First-Lien
      Termination Date has occurred, the Collateral Agent) shall have the right to
      exchange the certificates representing Pledged Securities for certificates
      of
      smaller or larger denominations for any purpose consistent with this Agreement.
      Each Pledgor shall use its commercially reasonable efforts to cause any
      Indenture Party that is not a party to this Agreement to comply with a request
      by the First Lien Agent (or, if the First-Lien Termination Date has occurred,
      the Collateral Agent), pursuant to this Section 3.04, to exchange certificates
      representing Pledged Securities of such Indenture Party for certificates of
      smaller or larger denominations.

     

     

    Section
      3.05. Voting
      Rights; Dividends and Interest, Etc.

     

    (a) Unless
      and until an Event of Default shall have occurred and be continuing and the
      Collateral Agent shall have given notice to the relevant Pledgors of the
      Collateral Agent’s intention to exercise its rights hereunder:

     

    (i) Each
      Pledgor shall be entitled to exercise any and all voting and/or other consensual
      rights and powers inuring to an owner of Pledged Collateral or any part thereof
      for any purpose consistent with the terms of this Agreement, the Indenture
      and
      the other Indenture Documents; provided,
      that,
      except as expressly permitted under the Indenture, such rights and powers shall
      not be exercised in any manner that could materially and adversely affect the
      rights inuring to a holder of any Pledged Collateral, the rights and remedies
      of
      any of the Collateral Agent or the other Secured Parties under this Agreement,
      the Indenture or any other Indenture Document or the ability of the Secured
      Parties to exercise the same.

     

    (ii) The
      Collateral Agent shall promptly execute and deliver to each Pledgor, or cause
      to
      be executed and delivered to such Pledgor, all such proxies, powers of attorney
      and other instruments as such Pledgor may reasonably request for the purpose
      of
      enabling such Pledgor to exercise the voting and/or consensual rights and powers
      it is entitled to exercise pursuant to subparagraph (i) above.

     

    (iii) Each
      Pledgor shall be entitled to receive and retain any and all dividends, interest,
      principal and other distributions paid on or distributed in respect of the
      Pledged Collateral to the extent and only to the extent that such dividends,
      interest, principal and other distributions are permitted by, and otherwise
      paid
      or distributed in accordance with, the terms and conditions of the

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     Indenture,
      the other Indenture Documents and applicable laws; provided,
      that
      (A) any noncash dividends, interest, principal or other distributions, payments
      or other consideration in respect thereof, including any rights to receive
      the
      same to the extent not so distributed or paid, that would constitute Pledged
      Securities, to the extent such Pledgor has the rights to receive such Pledged
      Securities if they were declared, distributed and paid on the date of this
      Agreement, whether resulting from a subdivision, combination or reclassification
      of the outstanding Equity Interests of the issuer of any Pledged Securities,
      received in exchange for Pledged Securities or any part thereof, or in
      redemption thereof, as a result of any merger, consolidation, acquisition or
      other exchange of assets to which such issuer may be a party or otherwise or
      (B)
      any non-cash dividends and other distributions paid or payable in respect of
      any
      Pledged Securities that would constitute Pledged Securities, to the extent
      such
      Pledgor has the rights to receive such Pledged Securities if they were declared,
      distributed and paid on the date of this Agreement, in connection with a partial
      or total liquidation or dissolution or in connection with a reduction of
      capital, capital surplus or paid in surplus, shall be and become part of the
      Pledged Collateral, and, if received by any Pledgor, shall not be commingled
      by
      such Pledgor with any of its other funds or property but shall be held separate
      and apart therefrom, shall be held in trust for the benefit of the First Lien
      Agent and the Collateral Agent, for the benefit of the Secured Parties, and
      shall be forthwith delivered to the First Lien Agent (or, if the First-Lien
      Termination Date has occurred, the Collateral Agent), for the benefit of the
      Secured Parties, in the same form as so received (endorsed in a manner
      reasonably satisfactory to the First Lien Agent (or, if the First-Lien
      Termination Date has occurred, the Collateral Agent)).

     

    (b) Subject
      to the terms of the Intercreditor Agreement, upon the occurrence and during
      the
      continuance of an Event of Default and after notice by the Collateral Agent
      to
      the Issuer of the Collateral Agent’s intention to exercise its rights hereunder,
      all rights of any Pledgor to dividends, interest, principal or other
      distributions that such Pledgor is authorized to receive pursuant to paragraph
      (a)(iii) of this Section 3.05 shall cease, and all such rights shall thereupon
      become vested, for the benefit of the Secured Parties, in the First Lien Agent
      (or, if the First-Lien Termination Date has occurred, the Collateral Agent)
      which shall have the sole and exclusive right and authority to receive and
      retain such dividends, interest, principal or other distributions. All
      dividends, interest, principal or other distributions received by any Pledgor
      contrary to the provisions of this Section 3.05 shall not be commingled by
      such
      Pledgor with any of its other funds or property but shall be held separate
      and
      apart therefrom, shall be held in trust for the benefit of the First Lien Agent
      (or, if the First-Lien Termination Date has occurred, the Collateral Agent),
      for
      the benefit of the Secured Parties, and shall be forthwith delivered to the
      First Lien Agent (or, if the First-Lien Termination Date has occurred, the
      Collateral Agent), for the benefit of the Secured Parties, in the same form
      as
      so received (endorsed in a manner reasonably satisfactory to the First Lien
      Agent (or, if the First-Lien Termination Date has occurred, the Collateral
      Agent)). Any and all money and other property paid over to or received by the
      First Lien Agent (or, if the First-Lien Termination Date has 

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        
occurred,
        the Collateral Agent) pursuant to the provisions of this paragraph (b) shall
        be
        retained by the First Lien Agent (or, if the First-Lien Termination Date
        has
        occurred, the Collateral Agent) in an account to be established by the First
        Lien Agent (or, if the First-Lien Termination Date has occurred, the Collateral
        Agent) upon receipt of such money or other property and shall be applied
        in
        accordance with the provisions of Section 5.02 hereof. After all Events of
        Default have been cured or waived and the Issuer has delivered to the First
        Lien
        Agent (or, if the First-Lien Termination Date has occurred, the Collateral
        Agent) a certificate to that effect, the First Lien Agent (or, if the First-Lien
        Termination Date has occurred, the Collateral Agent) shall promptly repay
        to
        each Pledgor (without interest) all dividends, interest, principal or other
        distributions that such Pledgor would otherwise be permitted to retain pursuant
        to the terms of paragraph (a)(iii) of this Section 3.05 and that remain in
        such
        account established pursuant to this Section 3.05(b).

    

     

    (c) Subject
      to the terms of the Intercreditor Agreement, upon the occurrence and during
      the
      continuance of an Event of Default and after notice by the Collateral Agent
      to
      the Issuer of the Collateral Agent’s intention to exercise its rights hereunder,
      all rights of any Pledgor to exercise the voting and/or consensual rights and
      powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section
      3.05, and the obligations of the Collateral Agent under paragraph (a)(ii) of
      this Section 3.05, shall cease, and all such rights shall thereupon become
      vested in the Collateral Agent, for the benefit of the Secured Parties, which
      shall have the sole and exclusive right and authority to exercise such voting
      and consensual rights and powers; provided
      that,
      subject to the terms of the Intercreditor Agreement and the Indenture, unless
      the Collateral Agent shall have received written objections from Holders of
      at
      least 25% in principal amount of the Notes then outstanding, the Collateral
      Agent shall have the right from time to time following and during the
      continuance of an Event of Default to permit the Pledgors to exercise such
      rights. After all Events of Default have been cured or waived and the Issuer
      has
      delivered to the Collateral Agent a certificate to that effect, each Pledgor
      shall have the right to exercise the voting and/or consensual rights and powers
      that such Pledgor would otherwise be entitled to exercise pursuant to the terms
      of paragraph (a)(i) above.

     

     

    ARTICLE
      IV

     

    SECURITY
      INTERESTS IN OTHER PERSONAL PROPERTY

     

    Section
      4.01. Security
      Interest

     

    (a) As
      security for the payment or performance when due (whether at the stated
      maturity, by acceleration or otherwise), as the case may be, in full of its
      Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent,
      its successors and permitted assigns, for the benefit of the Secured Parties,
      and hereby grants to the Collateral Agent, its successors and permitted assigns,
      for the benefit of the Secured Parties, a security interest (the “Security
      Interest”)
      in all
      right, title and interest in or to any and all of the following assets and
      properties now owned or at any time hereafter acquired by such Pledgor or in
      which such Pledgor now has or at any time in the future may acquire any right,
      title or interest (collectively, the “Article
      9 Collateral”):

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    (i) all
      Accounts;

     

    (ii) all
      Chattel Paper;

     

    (iii) all
      cash
      and Deposit Accounts;

     

    (iv) all
      Documents;

     

    (v) all
      Equipment;

     

    (vi) all
      General Intangibles;

     

    (vii) all
      Instruments;

     

    (viii) all
      Inventory and all other Goods not otherwise described above;

     

    (ix) all
      Investment Property;

     

    (x) all
      Letter of Credit Rights;

     

    (xi) all
      Commercial Tort Claims;

     

    (xii) all
      other
      personal property not otherwise described above (except for property
      specifically excluded from any defined term used in any of the foregoing
      clauses);

     

    (xiii) all
      books
      and records pertaining to the Article 9 Collateral; and

     

    (xiv) to
      the
      extent not otherwise included, all proceeds, Supporting Obligations and products
      of any and all of the foregoing and all collateral security and guarantees
      given
      by any person with respect to any of the foregoing.

     

    Notwithstanding
      anything to the contrary in this Agreement, this Agreement shall not constitute
      a grant of a security interest in (a) any vehicle covered by a certificate
      of
      title or ownership, whether now owned or hereafter acquired, (b) any Equity
      Interests in any Subsidiary of the Issuer, (c) any assets whether now owned
      or
      hereafter acquired, with respect to which the Collateral and Guarantee
      Requirement (as such term is defined in the Credit Agreement) or the other
      paragraphs of Section 5.10 of the Credit Agreement as in effect on the date
      hereof would not be required to be satisfied by reason of Section 5.10(g) of
      the
      Credit Agreement if hereafter acquired, (d) any Letter of Credit Rights to
      the
      extent any Pledgor, is required by applicable law to apply the proceeds of
      a
      drawing of such Letter of Credit for a specified purpose, (e) any Pledgor’s
      right, title or interest in any license, contract or agreement to which such
      Pledgor is a party or any of its right, title or interest thereunder to the
      extent, but only to the extent, that such a grant would, under the terms of
      such
      license, contract or agreement, result in a breach of the terms of, or
      constitute a default under, or result in the abandonment, invalidation or
      unenforceability of, any license, contract or agreement to which such Pledgor
      is
      a party (other than to the extent that any such term would be rendered
      ineffective pursuant to 

     

    
      
        
        

      

      
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    Section
      9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law
      (including, without limitation, Title 11 of the United States Code) or
      principles of equity); provided,
      that
      immediately upon the ineffectiveness, lapse or termination of any such
      provision, the Collateral shall include, and such Grantor shall be deemed to
      have granted a security interest in, all such rights and interests as if such
      provision had never been in effect or (f) any Equipment owned by any Pledgor
      that is subject to a purchase money lien or a Capital Lease Obligation if the
      contract or other agreement in which such Lien is granted (or the documentation
      providing for such Capital Lease Obligation) prohibits or requires the consent
      of any person other than the Pledgors as a condition to the creation of any
      other security interest on such Equipment.

     

    (b) Each
      Pledgor hereby irrevocably authorizes the Collateral Agent at any time and
      from
      time to time to file in any relevant jurisdiction any initial financing
      statements (including fixture filings) with respect to the Collateral or any
      part thereof and amendments thereto that contain the information required by
      Article 9 of the Uniform Commercial Code of each applicable jurisdiction for
      the
      filing of any financing statement or amendment, including (i) whether such
      Pledgor is an organization, the type of organization and any organizational
      identification number issued to such Pledgor, (ii) in the case of a financing
      statement filed as a fixture filing, a sufficient description of the real
      property to which such Article 9 Collateral relates and (iii) a description
      of
      collateral that describes such property in any other manner as the Collateral
      Agent may reasonably determine is necessary or advisable to ensure the
      perfection of the security interest in the Article 9 Collateral granted under
      this Agreement, including describing such property as “all assets” or “all
      property”. Each Pledgor agrees to provide such information to the Collateral
      Agent promptly upon request.

     

    The
      Collateral Agent is further authorized to file with the United States Patent
      and
      Trademark Office or United States Copyright Office (or any successor office
      or
      any similar office in any other country) such documents as may be reasonably
      necessary or advisable for the purpose of perfecting, confirming, continuing,
      enforcing or protecting the Security Interest granted by each Pledgor, without
      the signature of such Pledgor, and naming such Pledgor or the Pledgors as
      debtors and the Collateral Agent as secured party.

     

    (c) The
      Security Interest is granted as security only and shall not subject the
      Collateral Agent or any other Secured Party to, or in any way alter or modify,
      any obligation or liability of any Pledgor with respect to or arising out of
      the
      Article 9 Collateral.

     

    Section
      4.02. Representations
      and Warranties.
       The Pledgors jointly and severally represent and warrant to the Collateral
      Agent and the other Secured Parties that:

     

    (a) Each
      Pledgor has good and valid rights in and title to the Article 9 Collateral
      with
      respect to which it has purported to grant a Security Interest hereunder and
      has
      full power and authority to grant to the Collateral Agent the Security Interest
      in such Article 9 Collateral pursuant hereto and to execute, deliver and perform
      its obligations in accordance with the terms of this Agreement, without the
      consent or approval of any other person other than any consent or approval
      that
      has been obtained and is 

     

    
      
        
        

      

      
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    in
      full
      force and effect or has otherwise been disclosed herein or in the
      Indenture.

     

    (b) The
      Perfection Certificate has been duly prepared, completed and executed and the
      information set forth therein, including the exact legal name of each Pledgor,
      is correct and complete, in all material respects, as of the Closing Date.
      The
      Uniform Commercial Code financing statements (including fixture filings, as
      applicable) or other appropriate filings, recordings or registrations containing
      a description of the Article 9 Collateral that have been prepared based upon
      the
      information provided to the Collateral Agent in the Perfection Certificate
      for
      filing in each governmental, municipal or other office specified in Schedule
      IV
      hereto
      (or specified by notice from the Issuer to the Collateral Agent after the
      Closing Date in the case of filings, recordings or registrations required by
      Section 4.10 or Section 4.11 of the Indenture) constitute all the filings,
      recordings and registrations (other than filings required to be made in the
      United States Patent and Trademark Office and the United States Copyright Office
      in order to perfect the Security Interest in Article 9 Collateral consisting
      of
      United States Patents, United States registered Trademarks and United States
      registered Copyrights) that are necessary to publish notice of and protect
      the
      validity of and to establish a legal, valid and perfected security interest
      in
      favor of the Collateral Agent (for the benefit of the Secured Parties) in
      respect of all Article 9 Collateral in which the Security Interest may be
      perfected by filing, recording or registration in the United States (or any
      political subdivision thereof) and its territories and possessions, and no
      further or subsequent filing, refiling, recording, rerecording, registration
      or
      reregistration is necessary in any such jurisdiction, except as provided under
      applicable law with respect to the filing of continuation statements or
      amendments. Each Pledgor represents and warrants that fully executed
      Intellectual Property Security Agreements containing a description of all
      Article 9 Collateral consisting of Intellectual Property with respect to United
      States Patents (and Patents for which United States registration applications
      are pending), United States registered Trademarks (and Trademarks for which
      United States registration applications are pending) and United States
      registered Copyrights (and Copyrights for which United States registration
      applications are pending) has been delivered for recording with the United
      States Patent and Trademark Office and the United States Copyright Office
      pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the
      regulations thereunder, as applicable, and reasonably requested by the
      Collateral Agent, to protect the validity of and to establish a legal, valid
      and
      perfected security interest in favor of the Collateral Agent, for the benefit
      of
      the Secured Parties, in respect of all Article 9 Collateral consisting of such
      Intellectual Property in which a security interest may be perfected by recording
      with the United States Patent and Trademark Office and the United States
      Copyright Office, and no further or subsequent filing, refiling, recording,
      rerecording, registration or reregistration is necessary (other than such
      actions as are necessary to perfect the Security Interest with respect to any
      Article 9 Collateral consisting of Patents, Trademarks and Copyrights (or
      registration or application for registration thereof) acquired or 

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    developed
      after the date hereof). The Collateral Agent shall not be responsible for the
      preparation of the Uniform Commercial Code financing statements and the
      Intellectual Property Security Agreements and the filings thereof at any time
      or
      times.

     

    (c) The
      Security Interest constitutes (i) a legal and valid security interest in all
      the
      Article 9 Collateral securing the payment and performance of the Obligations,
      (ii) subject to the filings described in Section 4.02(b), a perfected security
      interest in all Article 9 Collateral in which a security interest may be
      perfected by filing, recording or registering a financing statement or analogous
      document in the United States (or any political subdivision thereof) and its
      territories and possessions pursuant to the Uniform Commercial Code or other
      applicable law in such jurisdictions and (iii) a security interest that shall
      be
      perfected in all Article 9 Collateral in which a security interest may be
      perfected upon the receipt and recording of the Intellectual Property Security
      Agreements with the United States Patent and Trademark Office and the United
      States Copyright Office, as applicable. The Security Interest is and shall
      be a
      second priority Security Interest, prior to any other Lien on any of the Article
      9 Collateral, other than Liens in respect of Senior Lender Claims, subject
      to
      Permitted Liens.

     

    (d) The
      Article 9 Collateral is owned by the Pledgors free and clear of any Lien, other
      than Permitted Liens. None of the Pledgors has filed or consented to the filing
      of (i) any financing statement or analogous document under the Uniform
      Commercial Code or any other applicable laws covering any Article 9 Collateral,
      (ii) any assignment in which any Pledgor assigns any Article 9 Collateral or
      any
      security agreement or similar instrument covering any Article 9 Collateral
      with
      the United States Patent and Trademark Office or the United States Copyright
      Office or (iii) any assignment in which any Pledgor assigns any Article 9
      Collateral or any security agreement or similar instrument covering any Article
      9 Collateral with any foreign governmental, municipal or other office, which
      financing statement or analogous document, assignment, security agreement or
      similar instrument is still in effect, except, in each case, for Permitted
      Liens.

     

    (e) None
      of
      the Pledgors holds any Commercial Tort Claim individually in excess of $3.0
      million as of the Closing Date except as indicated on the Perfection
      Certificate.

     

    (f) Except
      as
      set forth in the Perfection Certificate, as of the Closing Date, all Accounts
      have been originated by the Pledgors and all Inventory has been produced or
      acquired by the Pledgors in the ordinary course of business.

     

    (g) As
      to
      itself and its Article 9 Collateral consisting of Intellectual Property (the
      “Intellectual
      Property Collateral”),
      to
      the best of each Pledgor’s knowledge:

     

    (i) The
      Intellectual Property Collateral set forth on Schedule
      III
      includes
      all of the material Patents, domain names, Trademarks, Copyrights and IP
      Agreements owned by such Pledgor as of the date hereof.

     

    
      
        
        

      

      
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    (ii) The
      Intellectual Property Collateral is subsisting and has not been adjudged invalid
      or unenforceable in whole or part, and to the best of such Pledgor’s knowledge,
      is valid and enforceable, except as would not reasonably be expected to have
      a
      Material Adverse Effect. Such Pledgor is not aware of any uses of any item
      of
      Intellectual Property Collateral that would be expected to lead to such item
      becoming invalid or unenforceable, except as would not reasonably be expected
      to
      have a Material Adverse Effect.

     

    (iii) Such
      Pledgor has made or performed all commercially reasonable acts, including
      without limitation filings, recordings and payment of all required fees and
      taxes, required to maintain and protect its interest in each and every item
      of
      Intellectual Property Collateral in full force and effect in the United States
      and such Pledgor has used proper statutory notice in connection with its use
      of
      each Patent, Trademark and Copyright in the Intellectual Property Collateral,
      in
      each case, except to the extent that the failure to do so would not reasonably
      be expected to have a Material Adverse Effect.

     

    (iv) With
      respect to each IP Agreement, the absence, termination or violation of which
      would reasonably be expected to have a Material Adverse Effect: (A) such Pledgor
      has not received any notice of termination or cancellation under such IP
      Agreement; (B) such Pledgor has not received any notice of a breach or default
      under such IP Agreement, which breach or default has not been cured or waived;
      and (C) neither such Pledgor nor any other party to such IP Agreement is in
      breach or default thereof in any material respect, and no event has occurred
      that, with notice or lapse of time or both, would constitute such a breach
      or
      default or permit termination, modification or acceleration under such IP
      Agreement.

     

    (v) Except
      as
      would not reasonably be expected to have a Material Adverse Effect, no Pledgor
      or Intellectual Property Collateral is subject to any outstanding consent,
      settlement, decree, order, injunction, judgment or ruling restricting the use
      of
      any Intellectual Property Collateral or that would impair the validity or
      enforceability of such Intellectual Property Collateral.

     

    Section
      4.03. Covenants

     

    (a) Each
      Pledgor agrees promptly to notify the Collateral Agent in writing of any change
      (i) in its corporate or organization name, (ii) in its identity or type of
      organization or corporate structure, (iii) in its Federal Taxpayer
      Identification Number or organizational identification number or (iv) in its
      jurisdiction of organization. Each Pledgor agrees promptly to provide the
      Collateral Agent with certified organizational documents reflecting any of
      the
      changes described in the immediately preceding sentence. Each Pledgor agrees
      not
      to effect or permit any change referred to in the first sentence of this
      paragraph (a) unless all filings have been made, or will have been made within
      any applicable statutory period, under the Uniform Commercial Code or otherwise
      that are required in order for the Collateral Agent to 

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        
continue
        at all times following such change to have a valid, legal and perfected first
        priority security interest in all the Article 9 Collateral, for the benefit
        of
        the Secured Parties. Each Pledgor agrees promptly to notify the Collateral
        Agent
        if any material portion of the Article 9 Collateral owned or held by such
        Pledgor is damaged or destroyed.

    

     

    (b) Subject
      to the rights of such Pledgor under the Indenture Documents to dispose of
      Collateral, each Pledgor shall, at its own expense, use commercially reasonable
      efforts to defend title to the Article 9 Collateral against all persons and
      to
      defend the Security Interest of the Collateral Agent, for the benefit of the
      Secured Parties, in the Article 9 Collateral and the priority thereof against
      any Lien that is not a Permitted Lien.

     

    (c) Each
      Pledgor agrees, at its own expense, to execute, acknowledge, deliver and cause
      to be duly filed all such further instruments and documents and take all such
      actions that, subject to the terms of the Intercreditor Agreement and the
      Indenture, the Holders of at least 25% in principal amount of the Notes then
      outstanding or the Collateral Agent may from time to time reasonably request
      to
      better assure, preserve, protect, defend and perfect the second priority
      Security Interest and the rights and remedies created hereby, including, without
      limitation, the payment of any fees and taxes required in connection with the
      execution and delivery of this Agreement and the granting of the Security
      Interest and the filing of any financing statements (including fixture filings)
      or other documents in connection herewith or therewith. If any amount payable
      under or in connection with any of the Article 9 Collateral that is in excess
      of
      $3.0 million shall be or become evidenced by any promissory note or other
      instrument, such note or instrument shall be promptly pledged to the Collateral
      Agent and delivered to the First Lien Agent (or, if the First-Lien Termination
      Date has occurred, the Collateral Agent), for the benefit of the Secured
      Parties, duly endorsed in a manner reasonably satisfactory to the First Lien
      Agent (or, if the First-Lien Termination Date has occurred, the Collateral
      Agent).

     

    Without
      limiting the generality of the foregoing, each Pledgor hereby authorizes the
      Collateral Agent, with prompt notice thereof to the Pledgors, to supplement
      this
      Agreement by supplementing Schedule
      III
      or
      adding additional schedules hereto to specifically identify any asset or item
      that may constitute material Copyrights, Patents, Trademarks, Copyright
      Licenses, Patent Licenses or Trademark Licenses; provided
      that any
      Pledgor shall have the right, exercisable within 30 days after the Issuer has
      been notified by the Collateral Agent of the specific identification of such
      Article 9 Collateral, to advise the Collateral Agent in writing of any
      inaccuracy of the representations and warranties made by such Pledgor hereunder
      with respect to such Article 9 Collateral. Each Pledgor agrees that it will
      use
      its commercially reasonable efforts to take such action as shall be necessary
      in
      order that all representations and warranties hereunder shall be true and
      correct with respect to such Article 9 Collateral within 30 days after the
      date
      it has been notified by Collateral Agent of the specific identification of
      such
      Article 9 Collateral.

     

    (d) Subject
      to the terms of the Intercreditor Agreement, after the occurrence of an Event
      of
      Default and during the continuance thereof, the Collateral Agent shall have
      the
      right to verify under reasonable procedures the validity, amount, quality,
      quantity, 

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        
value,
        condition and status of, or any other matter relating to, the Article 9
        Collateral, including, in the case of Accounts or Article 9 Collateral in
        the
        possession of any third person, by contacting Account Debtors or the third
        person possessing such Article 9 Collateral for the purpose of making such
        a
        verification. The Collateral Agent shall have the right to share any information
        it gains from such inspection or verification with any Secured
        Party.

    

     

    (e) Subject
      to the terms of the Intercreditor Agreement, at its option, the Collateral
      Agent
      may discharge past due taxes, assessments, charges, fees, Liens, security
      interests or other encumbrances at any time levied or placed on the Article
      9
      Collateral and not a Permitted Lien, and may pay for the maintenance and
      preservation of the Article 9 Collateral to the extent any Pledgor fails to
      do
      so as required by the Indenture or this Agreement, and each Pledgor jointly
      and
      severally agrees to reimburse the Collateral Agent on demand for any reasonable
      payment made or any reasonable expense incurred by the Collateral Agent pursuant
      to the foregoing authorization; provided,
      however,
      that
      nothing in this Section 4.03(e) shall be interpreted as excusing any Pledgor
      from the performance of, or imposing any obligation on the Collateral Agent
      or
      any Secured Party to cure or perform, any covenants or other promises of any
      Pledgor with respect to taxes, assessments, charges, fees, Liens, security
      interests or other encumbrances and maintenance as set forth herein or in the
      other Indenture Documents.

     

    (f) Each
      Pledgor (rather than the Collateral Agent or any Secured Party) shall remain
      liable for the observance and performance of all the conditions and obligations
      to be observed and performed by it under each contract, agreement or instrument
      relating to the Article 9 Collateral and each Pledgor jointly and severally
      agrees to indemnify and hold harmless the Collateral Agent and the Secured
      Parties from and against any and all liability for such
      performance.

     

    (g) None
      of
      the Pledgors shall make or permit to be made an assignment, pledge or
      hypothecation of the Article 9 Collateral or shall grant any other Lien in
      respect of the Article 9 Collateral, except as expressly permitted by the
      Indenture and the other provisions hereof. None of the Pledgors shall make
      or
      permit to be made any transfer of the Article 9 Collateral and each Pledgor
      shall remain at all times in possession of the Article 9 Collateral owned by
      it,
      except as permitted by the Indenture and the other provisions
      hereof.

     

    (h) None
      of
      the Pledgors will, without the Collateral Agent’s prior written consent (which
      consent shall not be unreasonably withheld), grant any extension of the time
      of
      payment of any Accounts included in the Article 9 Collateral, compromise,
      compound or settle the same for less than the full amount thereof, release,
      wholly or partly, any person liable for the payment thereof or allow any credit
      or discount whatsoever thereon, other than extensions, credits, discounts,
      compromises or settlements granted or made in the ordinary course of business
      and consistent with prudent business practices.

     

    (i) Each
      Pledgor irrevocably makes, constitutes and appoints the First Lien Agent (or,
      if
      the First-Lien Termination Date has occurred, the Collateral Agent) (and all
      officers, employees or agents designated by the First Lien Agent (or, if the
      First-Lien Termination 

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        
Date
        has
        occurred, the Collateral Agent)) as such Pledgor’s true and lawful agent (and
        attorney-in-fact) for the purpose, during the continuance of an Event of
        Default, of making, settling and adjusting claims in respect of Article 9
        Collateral under policies of insurance, endorsing the name of such Pledgor
        on
        any check, draft, instrument or other item of payment for the proceeds of
        such
        policies of insurance and for making all determinations and decisions with
        respect thereto. In the event that any Pledgor at any time or times shall
        fail
        to obtain or maintain any of the policies of insurance required hereby or
        to pay
        any premium in whole or part relating thereto, the First Lien Agent (or,
        if the
        First-Lien Termination Date has occurred, the Collateral Agent) may, without
        waiving or releasing any obligation or liability of the Pledgors hereunder
        or
        any Event of Default, in its sole discretion, obtain and maintain such policies
        of insurance and pay such premium and take any other actions with respect
        thereto as the First Lien Agent (or, if the First-Lien Termination Date has
        occurred, the Collateral Agent) reasonably deems advisable. All sums disbursed
        by the First Lien Agent (or, if the First-Lien Termination Date has occurred,
        the Collateral Agent) in connection with this Section 4.03(i), including
        reasonable attorneys’ fees, court costs, expenses and other charges relating
        thereto, shall be payable, upon demand, by the Pledgors to the First Lien
        Agent
        (or, if the First-Lien Termination Date has occurred, the Collateral Agent)
        and
        shall be additional Obligations secured hereby.

    

     

    (j) 
      In the
      event any Pledgor shall create any additional security interest upon any
      property or assets (other than any assets excluded pursuant to clause (b) of
      the
      last paragraph of Section 4.01(a)) to secure any Senior Lender Claims it shall
      concurrently grant a security interest (second in priority only to Liens in
      respect of Senior Lender Claims subject to Permitted Liens) upon such property
      as security for the Obligations; provided that if granting a security interest
      in such property requires the consent of a third party, such Pledgor shall
      use
      commercially reasonable efforts to obtain such consent, and if such third party
      shall not consent to the granting of such security interest after the use
      of such commercially reasonable efforts, such Pledgor shall not be required
      to
      provide such security interest.

     

    (k) In
      the
      event any Pledgor shall undertake any actions to perfect or protect any liens
      on
      any assets pledged in connection with the Credit Agreement or other Senior
      Lender Claims, such Pledgor shall also at the same time undertake such actions
      with respect to the Collateral for the benefit of the Collateral Agent
      without request by the Collateral Agent.

     

     

    Section
      4.04. Other
      Actions.
       In order to further ensure the attachment, perfection and priority of, and
      the ability of the Collateral Agent to enforce, for the benefit of the Secured
      Parties, the Collateral Agent’s security interest in the Article 9 Collateral,
      each Pledgor agrees, in each case at such Pledgor’s own expense, to take the
      following actions with respect to the following Article 9
      Collateral:

     

    (a) Instruments
      and Tangible Chattel Paper.
      If any
      Pledgor shall at any time hold or acquire any Instruments (other than checks
      received and processed in the ordinary course of business) or Tangible Chattel
      Paper evidencing an amount in excess of $3.0 million, such Pledgor shall
      forthwith endorse, assign and deliver the same to the First Lien Agent (or,
      if
      the First-Lien 

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    Termination
      Date has occurred, the Collateral Agent), accompanied by such instruments of
      transfer or assignment duly executed in blank as the First Lien Agent (or,
      if
      the First-Lien Termination Date has occurred, the Collateral Agent) may from
      time to time reasonably request.

     

    (i) (b) Investment
      Property.
      Except
      to the extent otherwise provided in Article
      III,
      if any
      Pledgor shall at any time hold or acquire any Certificated Security constituting
      Pledged Collateral or Article 9 Collateral, such Pledgor shall forthwith
      endorse, assign and deliver the same to the First Lien Agent (or, if the
      First-Lien Termination Date has occurred, the Collateral Agent), accompanied
      by
      such instruments of transfer or assignment duly executed in blank as the First
      Lien Agent (or, if the First-Lien Termination Date has occurred, the Collateral
      Agent) may from time to time reasonably specify. If any security of a domestic
      issuer now owned or hereafter acquired by any Pledgor is uncertificated and
      is
      issued to such Pledgor or its nominee directly by the issuer thereof, such
      Pledgor shall promptly notify the First Lien Agent (or, if the First-Lien
      Termination Date has occurred, the Collateral Agent) of such uncertificated
      securities and (a) upon the First Lien Agent’s (or, if the First-Lien
      Termination Date has occurred, the Collateral Agent’s) reasonable request and
      (b) upon the occurrence and during the continuance of an Event of Default,
      such
      Pledgor shall, pursuant to an agreement in form and substance reasonably
      satisfactory to the First Lien Agent (or, if the First-Lien Termination Date
      has
      occurred, the Collateral Agent), either (i) cause the issuer to agree to comply
      with instructions from the First Lien Agent (or, if the First-Lien Termination
      Date has occurred, the Collateral Agent) as to such security, without further
      consent of any Pledgor or such nominee, or (ii) cause the issuer to register
      the
      First Lien Agent (or, if the First-Lien Termination Date has occurred, the
      Collateral Agent) as the registered owner of such security.

     

    (c) Commercial
      Tort Claims.
      If any
      Pledgor shall at any time hold or acquire a Commercial Tort Claim in an amount
      reasonably estimated to exceed $2.0 million, such Pledgor shall promptly notify
      the Collateral Agent thereof in a writing signed by such Pledgor, including
      a
      summary description of such claim, and grant to the Collateral Agent in writing
      a security interest therein and in the proceeds thereof, all under the terms
      and
      provisions of this Agreement, with such writing to be in form and substance
      reasonably satisfactory to the Collateral Agent.

     

    Section
      4.05. Covenants
      Regarding Patent, Trademark and Copyright Collateral.

     

    (a) Each
      Pledgor agrees that it will not knowingly do any act or omit to do any act
      (and
      will exercise commercially reasonable efforts to prevent its licensees from
      doing any act or omitting to do any act) whereby any Patent that is material
      to
      the normal conduct of such Pledgor’s business may become prematurely
      invalidated, abandoned, lapsed or dedicated to the public, and agrees that
      it
      shall take commercially reasonable steps with respect to any material products
      covered by any such Patent as necessary and sufficient to establish and preserve
      its rights under applicable patent laws.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    (b) Each
      Pledgor will, and will use its commercially reasonable efforts to cause its
      licensees or its sublicensees to, for each material Trademark necessary to
      the
      normal conduct of such Pledgor’s business, (i) maintain such Trademark in full
      force free from any adjudication of abandonment or invalidity for non-use,
      (ii)
      maintain the quality of products and services offered under such Trademark,
      (iii) display such Trademark with notice of federal or foreign registration
      or
      claim of trademark or service mark as required under applicable law and (iv)
      not
      knowingly use or knowingly permit its licensees’ use of such Trademark in
      violation of any third-party rights.

     

    (c) Each
      Pledgor will, and will use its commercially reasonable efforts to cause its
      licensees or its sublicensees to, for each work covered by a material Copyright
      necessary to the normal conduct of such Pledgor’s business that it publishes,
      displays and distributes, use a copyright notice as required under applicable
      copyright laws.

     

    (d) Each
      Pledgor shall notify the First Lien Agent (or, if the First-Lien Termination
      Date has occurred, the Collateral Agent) promptly if it knows that any Patent,
      Trademark or Copyright material to the normal conduct of such Pledgor’s business
      may imminently become abandoned, lapsed or dedicated to the public, or of any
      materially adverse determination or development, excluding office actions and
      similar determinations or developments in the United States Patent and Trademark
      Office, United States Copyright Office, any court or any similar office of
      any
      country, regarding such Pledgor’s ownership of any such material Patent,
      Trademark or Copyright or its right to register or to maintain the
      same.

     

    (e) Each
      Pledgor, either itself or through any agent, employee, licensee or designee,
      shall (i) inform the Collateral Agent on an annual basis of each application
      by
      itself, or through any agent, employee, licensee or designee, for any Patent
      with the United States Patent and Trademark Office and each registration of
      any
      Trademark or Copyright with the United States Patent and Trademark Office,
      the
      United States Copyright Office or any comparable office or agency in any other
      country filed during the preceding twelve-month period, and (ii) execute and
      deliver any and all agreements, instruments, documents and papers necessary
      or
      as the Collateral Agent may otherwise reasonably request to evidence the
      Collateral Agent’s security interest in such Patent, Trademark or Copyright and
      the perfection thereof.

     

    (f) Each
      Pledgor shall exercise its reasonable business judgment consistent with the
      practice in any proceeding before the United States Patent and Trademark Office,
      the United States Copyright Office or any comparable office or agency in any
      other country with respect to maintaining and pursuing each application relating
      to any Patent, Trademark and/or Copyright (and obtaining the relevant grant
      or
      registration) material to the normal conduct of such Pledgor’s business and to
      maintain (i) each issued Patent and (ii) the registrations of each Trademark
      and
      each Copyright that is material to the normal conduct of such Pledgor’s
      business, including, when applicable and necessary in such Pledgor’s reasonable
      business judgment, timely filings of applications for renewal, affidavits of
      use, affidavits of incontestability and payment of maintenance fees, and, if
      any
      Pledgor believes necessary in its reasonable business judgment, to initiate
      opposition, interference and cancellation proceedings against third
      parties.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    (g) In
      the
      event that any Pledgor knows or has reason to know that any Article 9
      Collateral consisting of a Patent, Trademark or Copyright material to the normal
      conduct of its business has been or is about to be materially infringed,
      misappropriated or diluted by a third party, such Pledgor shall promptly notify
      the First Lien Agent (or, if the First-Lien Termination Date has occurred,
      the
      Collateral Agent) and shall, if such Pledgor deems it necessary in its
      reasonable business judgment, promptly sue and recover any and all damages,
      and
      take such other actions as are reasonably appropriate under the
      circumstances.

     

    ARTICLE
      V

     

    REMEDIES

     

    Section
      5.01. Remedies
      Upon Default.
       Subject to the terms of the Intercreditor Agreement, upon the occurrence
      and during the continuance of an Event of Default, each Pledgor agrees to
      deliver each item of Collateral to the First Lien Agent (or, if the First-Lien
      Termination Date has occurred, the Collateral Agent) on demand, and it is agreed
      that the Collateral Agent shall have the right to take any of or all the
      following actions at the same or different times: (a) with respect to any
      Article 9 Collateral consisting of Intellectual Property, on demand, to cause
      the Security Interest to become an assignment, transfer and conveyance of any
      of
      or all such Article 9 Collateral by the applicable Pledgors to the Collateral
      Agent or to license or sublicense, whether general, special or otherwise, and
      whether on an exclusive or a nonexclusive basis, any such Article 9 Collateral
      throughout the world on such terms and conditions and in such manner as the
      Collateral Agent shall determine (other than in violation of any then-existing
      licensing arrangements to the extent that waivers thereunder cannot be obtained
      with the use of commercially reasonable efforts, which each Pledgor hereby
      agrees to use) and (b) with or without legal process and with or without prior
      notice or demand for performance, to take possession of the Article 9 Collateral
      and without liability for trespass to the applicable Pledgor to enter any
      premises where the Article 9 Collateral may be located for the purpose of taking
      possession of or removing the Article 9 Collateral and, generally, to exercise
      any and all rights afforded to a secured party under the applicable Uniform
      Commercial Code or other applicable law or in equity. Without limiting the
      generality of the foregoing, each Pledgor agrees that the Collateral Agent
      shall
      have the right, subject to the mandatory requirements of applicable law, to
      sell
      or otherwise dispose of all or any part of the Collateral at a public or private
      sale or at any broker’s board or on any securities exchange, for cash, upon
      credit or for future delivery as the Collateral Agent shall deem appropriate.
      The Collateral Agent shall be authorized in connection with any sale of a
      security (if it deems it advisable to do so) pursuant to the foregoing to
      restrict the prospective bidders or purchasers to persons who represent and
      agree that they are purchasing such security for their own account, for
      investment, and not with a view to the distribution or sale thereof. Upon
      consummation of any such sale of Collateral pursuant to this Section 5.01 the
      Collateral Agent shall have the right to assign, transfer and deliver to the
      purchaser or purchasers thereof the Collateral so sold. Each such purchaser
      at
      any such sale shall hold the property sold absolutely, free from any claim
      or
      right on the part of any Pledgor, and each Pledgor hereby waives and releases
      (to the extent permitted by law) all rights of redemption, stay, valuation
      and
      appraisal that such Pledgor now has or may at any time in the future have under
      any rule of law or statute now existing or hereafter enacted.

     

    
      
        
        

      

      
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    To
      the
      extent any notice is required by applicable law, the Collateral Agent shall
      give
      the applicable Pledgors 10 Business Days’ written notice (which each Pledgor
      agrees is reasonable notice within the meaning of Section 9-611 of the New
      York
      UCC or its equivalent in other jurisdictions) of the Collateral Agent’s
      intention to make any sale of Collateral. Such notice, in the case of a public
      sale, shall state the time and place for such sale and, in the case of a sale
      at
      a broker’s board or on a securities exchange, shall state the board or exchange
      at which such sale is to be made and the day on which the Collateral, or portion
      thereof, will first be offered for sale at such board or exchange. Any such
      public sale shall be held at such time or times within ordinary business hours
      and at such place or places as the Collateral Agent may fix and state in the
      notice (if any) of such sale. At any such sale, the Collateral, or the portion
      thereof, to be sold may be sold in one lot as an entirety or in separate
      parcels, as the Collateral Agent may (in its sole and absolute discretion)
      determine. The Collateral Agent shall not be obligated to make any sale of
      any
      Collateral if it shall determine not to do so, regardless of the fact that
      notice of sale of such Collateral shall have been given. The Collateral Agent
      may, without notice or publication, adjourn any public or private sale or cause
      the same to be adjourned from time to time by announcement at the time and
      place
      fixed for sale, and such sale may, without further notice, be made at the time
      and place to which the same was so adjourned. In the case of any sale of all
      or
      any part of the Collateral made on credit or for future delivery, the Collateral
      so sold may be retained by the Collateral Agent until the sale price is paid
      by
      the purchaser or purchasers thereof, but the Collateral Agent shall not incur
      any liability in the event that any such purchaser or purchasers shall fail
      to
      take up and pay for the Collateral so sold and, in the case of any such failure,
      such Collateral may be sold again upon notice given in accordance with
      provisions above. At any public (or, to the extent permitted by law, private)
      sale made pursuant to this Section 5.01, any Secured Party may bid for or
      purchase for cash, free (to the extent permitted by law) from any right of
      redemption, stay, valuation or appraisal on the part of any Pledgor (all such
      rights being also hereby waived and released to the extent permitted by law),
      the Collateral or any part thereof offered for sale and such Secured Party
      may,
      upon compliance with the terms of sale, hold, retain and dispose of such
      property in accordance with Section 5.02 hereof without further accountability
      to any Pledgor therefor. For purposes hereof, a written agreement to purchase
      the Collateral or any portion thereof shall be treated as a sale thereof; the
      Collateral Agent shall be free to carry out such sale pursuant to such agreement
      and no Pledgor shall be entitled to the return of the Collateral or any portion
      thereof subject thereto, notwithstanding the fact that after the Collateral
      Agent shall have entered into such an agreement all Events of Default shall
      have
      been remedied and the Obligations paid in full. As an alternative to exercising
      the power of sale herein conferred upon it, the Collateral Agent may proceed
      by
      a suit or suits at law or in equity to foreclose under this Agreement and to
      sell the Collateral or any portion thereof pursuant to a judgment or decree
      of a
      court or courts having competent jurisdiction or pursuant to a proceeding by
      a
      court-appointed receiver. Any sale pursuant to the provisions of this Section
      5.01 shall be deemed to conform to the commercially reasonable standards as
      provided in Section 9-610(b) of the New York UCC or its equivalent in other
      jurisdictions.

     

     

    
      
        
        

      

      
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    Section
      5.02. Application
      of Proceeds.
       The Collateral Agent shall promptly apply the proceeds, moneys or balances
      of any collection or sale of Collateral, as well as any Collateral consisting
      of
      cash, as follows:

     

    FIRST,
      to
      the payment of all costs and expenses incurred by the Collateral Agent or the
      Trustee in connection with such collection or sale or otherwise in connection
      with this Agreement, any other Indenture Document or any of the Obligations,
      including without limitation all court costs and the fees and expenses of its
      agents and legal counsel, the repayment of all advances made by the Collateral
      Agent or the Trustee hereunder or under any other Indenture Document on behalf
      of any Pledgor, any other costs or expenses incurred in connection with the
      exercise of any right or remedy hereunder or under any other Indenture Document,
      and all other fees, indemnities and other amounts owing or reimbursable to
      the
      Collateral Agent or the Trustee under any Indenture Document in its capacity
      as
      such;

     

    SECOND,
      to interest due in respect of the Obligations which such Collateral
      secures;

     

    THIRD,
      to
      the principal of the Obligations which such Collateral secured; and


     

    FOURTH,
      to the Issuer, its successors or assigns, or as a court of competent
      jurisdiction may otherwise direct (provided that the Issuer and Pledgors may
      separately allocate such excess proceeds among themselves after delivery by
      the
      Collateral Agent to the Issuer).

     

    The
      Collateral Agent shall have absolute discretion as to the time of application
      of
      any such proceeds, moneys or balances in accordance with this Agreement. Upon
      the request of the Collateral Agent prior to any distribution under this
Section
      5.02,
      each
      Authorized Representative shall provide to the Collateral Agent certificates,
      in
      form and substance reasonably satisfactory to the Collateral Agent, setting
      forth the respective amounts referred to in this Section
      5.02,
      that
      each applicable Secured Party or their Authorized Representative believes it
      is
      entitled to receive, and the Collateral Agent shall be fully entitled to rely
      on
      such certificates. Upon any sale of Collateral by the Collateral Agent
      (including pursuant to a power of sale granted by statute or under a judicial
      proceeding), the receipt of the purchase money by the Collateral Agent or of
      the
      officer making the sale shall be a sufficient discharge to the purchaser or
      purchasers of the Collateral so sold and such purchaser or purchasers shall
      not
      be obligated to see to the application of any part of the purchase money paid
      over to the Collateral Agent or such officer or be answerable in any way for
      the
      misapplication thereof. If, despite the provisions of this Agreement, any
      Secured Party shall receive any payment or other recovery in excess of its
      portion of payments on account of the Obligations to which it is then entitled
      in accordance with this Agreement, such Secured Party shall hold such payment
      or
      other recovery in trust for the benefit of all Secured Parties hereunder for
      distribution in accordance with this Section
      5.02.

     

    
      
        
        

      

      
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    Section
      5.03. Securities
      Act, Etc. 
      In
      view
      of the position of the Pledgors in relation to the Pledged Collateral, or
      because of other current or future circumstances, a question may arise under
      the
      Securities Act of 1933, as now or hereafter in effect, or any similar federal
      statute hereafter enacted analogous in purpose or effect (such Act and any
      such
      similar statute as from time to time in effect being called the “Federal
      Securities Laws”)
      with
      respect to any disposition of the Pledged Collateral permitted hereunder. Each
      Pledgor understands that compliance with the Federal Securities Laws might
      very
      strictly limit the course of conduct of the Collateral Agent if the Collateral
      Agent were to attempt to dispose of all or any part of the Pledged Collateral,
      and might also limit the extent to which or the manner in which any subsequent
      transferee of any Pledged Collateral could dispose of the same. Similarly,
      there
      may be other legal restrictions or limitations affecting the Collateral Agent
      in
      any attempt to dispose of all or part of the Pledged Collateral under applicable
      Blue Sky or other state securities laws or similar laws analogous in purpose
      or
      effect. Each Pledgor acknowledges and agrees that in light of such restrictions
      and limitations, the Collateral Agent, in its sole and absolute discretion,
      (a)
      may proceed to make such a sale whether or not a registration statement for
      the
      purpose of registering such Pledged Collateral or part thereof shall have been
      filed under the Federal Securities Laws or, to the extent applicable, Blue
      Sky
      or other state securities laws and (b) may approach and negotiate with a single
      potential purchaser to effect such sale. Each Pledgor acknowledges and agrees
      that any such sale might result in prices and other terms less favorable to
      the
      seller than if such sale were a public sale without such restrictions. In the
      event of any such sale, the Collateral Agent shall incur no responsibility
      or
      liability for selling all or any part of the Pledged Collateral at a price
      that
      the Collateral Agent, in its sole and absolute discretion, may in good faith
      deem reasonable under the circumstances, notwithstanding the possibility that
      a
      substantially higher price might have been realized if the sale were deferred
      until after registration as aforesaid or if more than a single purchaser were
      approached. The provisions of this Section 5.03 will apply notwithstanding
      the
      existence of a public or private market upon which the quotations or sales
      prices may exceed substantially the price at which the Collateral Agent
sells.

     

    ARTICLE
      VI

     

    OTHER
      SECOND-LIEN OBLIGATIONS

     

    Section
      6.01. Other
      Second-Lien Obligations.
       On or after the Closing Date and so long as permitted by the Indenture,
      the Issuer may from time to time designate Other Second-Lien Obligations
      permitted to be Incurred under the Indenture and to be secured by a Lien on
      the
      Collateral as Obligations hereunder by delivering to the Collateral Agent (a)
      a
      certificate signed by an Officer of the Issuer (i) identifying Other Second-Lien
      Obligations so designated and the aggregate principal amount or face amount
      thereof, stating that such Other Second-Lien Obligations are designated as
      Obligation for purposes hereof, (ii) representing that such designation of
      such
      obligations as Obligation complies with the terms of each of the Indenture
      Documents and Additional Secured Debt Documents and (iii) specifying the name
      and address of the Authorized Representative for the holders of such Other
      Second-Lien Obligations, (b) a fully executed Additional Secured Party Consent
      (in the form attached as Exhibit III hereto); and (c) an opinion of counsel
      to
      the effect that the designation of such 

     

    
      
        
        

      

      
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obligations
        as “Other Second-Lien Obligations” is in compliance with the terms of the
        Indenture and the Notes. The Collateral Agent agrees that upon the satisfaction
        of all conditions set forth in the preceding sentence, the Collateral Agent
        shall act as agent under and subject to the terms of this Agreement for the
        benefit of all Secured Parties, including without limitation, any secured
        parties that hold any such Other Second-Lien Obligations, and the Authorized
        Representative for the holders of such Other Second-Lien Obligations agrees
        to
        the appointment, and acceptance of the appointment, of the Collateral Agent
        as
        agent for the holders of such Other Second-Lien Obligations as set forth
        in each
        Additional Secured Party Consent and agrees, on behalf of itself and each
        secured party it represents, to be bound by this Agreement.

    

     

    ARTICLE
      VII

     

    MISCELLANEOUS

     

    Section
      7.01. Notices.  
      All communications and notices hereunder shall (except as otherwise permitted
      herein) be in writing and given as provided in Section 13.02 of the Indenture.
      All communications and notices hereunder to any Subsidiary Party shall be given
      to it in care of the Issuer, with such notice to be given as provided in Section
      13.02 of the Indenture.

     

    Section
      7.02. Security
      Interest Absolute.
       All rights of the Collateral Agent hereunder, the Security Interest in the
      Article 9 Collateral, the security interest in the Pledged Collateral and all
      obligations of each Pledgor hereunder shall be absolute and unconditional
      irrespective of (a) any lack of validity or enforceability of the Indenture,
      any
      other Indenture Document, any agreement with respect to any of the Obligations
      or any other agreement or instrument relating to any of the foregoing, (b)
      any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Obligations, or any other amendment or waiver of or any consent
      to
      any departure from the Indenture, any other Indenture Document or any other
      agreement or instrument, (c) any exchange, release or non-perfection of any
      Lien
      on other collateral, or any release or amendment or waiver of or consent under
      or departure from any guarantee, securing or guaranteeing all or any of the
      Obligations or (d) any other circumstance that might otherwise constitute a
      defense available to, or a discharge of, any Pledgor in respect of the
      Obligations or this Agreement (other than a defense of payment or
      performance).

     

    Section
      7.03. Limitation
      By Law.
       All rights, remedies and powers provided in this Agreement may be
      exercised only to the extent that the exercise thereof does not violate any
      applicable provision of law, and all the provisions of this Agreement are
      intended to be subject to all applicable mandatory provisions of law that may
      be
      controlling and to be limited to the extent necessary so that they shall not
      render this Agreement invalid, unenforceable, in whole or in part, or not
      entitled to be recorded, registered or filed under the provisions of any
      applicable law.

     

    Section
      7.04. Binding
      Effect; Several Agreement.
       This Agreement shall become effective as to any party to this Agreement
      when a counterpart hereof executed on behalf of such party shall have been
      delivered to the Collateral Agent and a counterpart hereof shall have been
      executed on behalf of the Collateral Agent, and thereafter shall be binding
      upon
      such party and the Collateral Agent and their 

     

    
      
        
        

      

      
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respective
        permitted successors and assigns, and shall inure to the benefit of such
        party,
        the Collateral Agent and the other Secured Parties and their respective
        permitted successors and assigns, except that no party shall have the right
        to
        assign or transfer its rights or obligations hereunder or any interest herein
        or
        in the Collateral (and any such assignment or transfer shall be void) except
        as
        expressly contemplated by this Agreement or the Indenture. This Agreement
        shall
        be construed as a separate agreement with respect to each party and may be
        amended, modified, supplemented, waived or released with respect to any party
        without the approval of any other party and without affecting the obligations
        of
        any other party hereunder.

    

     

    Section
      7.05. Successors
      and Assigns.
       Whenever in this Agreement any of the parties hereto is referred to, such
      reference shall be deemed to include the permitted successors and assigns of
      such party; and all covenants, promises and agreements by or on behalf of any
      Pledgor or the Collateral Agent that are contained in this Agreement shall
      bind
      and inure to the benefit of their respective permitted successors and assigns;
      provided
      that no
      Pledgor may assign, transfer or delegate any of its rights or obligations under
      this Agreement without the prior written consent of the Collateral Agent.
      Written notice of resignation by the Collateral Agent as trustee pursuant to
      the
      Indenture shall also constitute notice of resignation as the Collateral Agent
      under this Agreement. Upon the acceptance of any appointment as the trustee
      under the Indenture by a successor Collateral Agent, that successor trustee
      shall thereupon succeed to and become vested with all the rights, powers,
      privileges and duties of the retiring Collateral Agent pursuant
      hereto.

     

    Section
      7.06. Collateral
      Agent’s Fees and Expenses; Indemnification

     

    (a) Subject
      to the terms of the Intercreditor Agreement, each Pledgor jointly and severally
      agrees to pay upon demand to the Collateral Agent the amount of any and all
      reasonable expenses, including the reasonable fees, disbursements and other
      charges of its counsel and of any experts or agents, which the Collateral Agent
      may incur in connection with (i) the administration of this Agreement, (ii)
      the
      custody or preservation of, or the sale of, collection from or other realization
      upon any of the Collateral, (iii) the exercise, enforcement or protection of
      any
      rights of the Collateral Agent hereunder or (iv) the failure of any Pledgor
      to
      perform or observe any of the provisions hereof applicable to it.

     

    (b) Without
      limitation of its indemnification obligations under the other Indenture
      Documents, each Pledgor jointly and severally agrees to indemnify the Collateral
      Agent, the Trustee, the Holders and each Affiliate of the foregoing Persons
      (each such Person being called an “Indemnitee”)
      against, and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and related expenses, including reasonable counsel fees,
      charges and disbursements, incurred by or asserted against any Indemnitee
      arising out of, in connection with, or as a result of, (i) the execution,
      delivery or performance of this Agreement or any other Indenture Document or
      any
      agreement or instrument contemplated hereby or thereby, the performance by
      the
      parties hereto and thereto of their respective obligations thereunder or the
      consummation of the Transactions and other transactions contemplated hereby,
      (ii) the use of proceeds of the Notes or (iii) any claim, litigation,
      investigation or proceeding relating to any of the foregoing, or to the
      Collateral, whether or not any Indemnitee is a party 

     

    
      
        
        

      

      
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thereto;
        provided
        that
        such indemnity shall not, as to any Indemnitee, be available to the extent
        that
        such losses, claims, damages, liabilities or related expenses are determined
        by
        a court of competent jurisdiction by final and nonappealable judgment to
        have
        resulted from the gross negligence or willful misconduct of such
        Indemnitee.

    

     

    (c) Any
      such
      amounts payable as provided hereunder shall be additional Obligations secured
      hereby and by the other Security Documents. The provisions of this Section
      7.06
      shall remain operative and in full force and effect regardless of the
      termination of this Agreement or any other Indenture Document, the consummation
      of the transactions contemplated hereby, the repayment of any of the
      Obligations, the invalidity or unenforceability of any term or provision of
      this
      Agreement or any other Indenture Document, or any investigation made by or
      on
      behalf of the Collateral Agent or any other Secured Party. All amounts due
      under
      this Section 7.06 shall be payable on written demand therefor.

     

    Section
      7.07. Collateral
      Agent Appointed Attorney-in-Fact.
       Subject to the terms of the Intercreditor Agreement, each Pledgor hereby
      appoints the Collateral Agent the attorney-in-fact of such Pledgor for the
      purpose of carrying out the provisions of this Agreement and taking any action
      and executing any instrument that the Collateral Agent may deem necessary or
      advisable to accomplish the purposes hereof, which appointment is irrevocable
      and coupled with an interest. The Collateral Agent shall have the right, upon
      the occurrence and during the continuance of an Event of Default, with full
      power of substitution either in the Collateral Agent’s name or in the name of
      such Pledgor, (a) to receive, endorse, assign or deliver any and all notes,
      acceptances, checks, drafts, money orders or other evidences of payment relating
      to the Collateral or any part thereof; (b) to demand, collect, receive payment
      of, give receipt for and give discharges and releases of all or any of the
      Collateral; (c) to ask for, demand, sue for, collect, receive and give
      acquittance for any and all moneys due or to become due under and by virtue
      of
      any Collateral; (d) to sign the name of any Pledgor on any invoice or bill
      of
      lading relating to any of the Collateral; (e) to send verifications of Accounts
      to any Account Debtor; (f) to commence and prosecute any and all suits, actions
      or proceedings at law or in equity in any court of competent jurisdiction to
      collect or otherwise realize on all or any of the Collateral or to enforce
      any
      rights in respect of any Collateral; (g) to settle, compromise, compound, adjust
      or defend any actions, suits or proceedings relating to all or any of the
      Collateral; and (h) to use, sell, assign, transfer, pledge, make any agreement
      with respect to or otherwise deal with all or any of the Collateral, and to
      do
      all other acts and things necessary to carry out the purposes of this Agreement,
      as fully and completely as though the Collateral Agent were the absolute owner
      of the Collateral for all purposes; provided,
      that
      nothing herein contained shall be construed as requiring or obligating the
      Collateral Agent to make any commitment or to make any inquiry as to the nature
      or sufficiency of any payment received by the Collateral Agent, or to present
      or
      file any claim or notice, or to take any action with respect to the Collateral
      or any part thereof or the moneys due or to become due in respect thereof or
      any
      property covered thereby. The Collateral Agent and the other Secured Parties
      shall be accountable only for amounts actually received as a result of the
      exercise of the powers granted to them herein, and neither they nor their
      officers, directors, employees or agents shall be responsible to any Pledgor
      for
      any act or failure to act hereunder, except for their own gross negligence
      or
      willful misconduct.

     

     

    
      
        
        

      

      
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    Section
      7.08. GOVERNING
      LAW. THIS
      AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
      SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    Section
      7.09. Waivers;
      Amendment

     

    (a) No
      failure or delay by the Collateral Agent or any Secured Party in exercising
      any
      right, power or remedy hereunder or under any other Indenture Document shall
      operate as a waiver thereof, nor shall any single or partial exercise of any
      such right, power or remedy, or any abandonment or discontinuance of steps
      to
      enforce such a right, power or remedy, preclude any other or further exercise
      thereof or the exercise of any other right, power or remedy. The rights, powers
      and remedies of the Collateral Agent and the Secured Parties hereunder and
      under
      the other Indenture Documents are cumulative and are not exclusive of any
      rights, powers or remedies that they would otherwise have. No waiver of any
      provision of this Agreement or consent to any departure by any Indenture Party
      therefrom shall in any event be effective unless the same shall be permitted
      by
      paragraph (b) of this Section 7.09, and then such waiver or consent shall be
      effective only in the specific instance and for the purpose for which given.
      No
      notice or demand on any Indenture Party in any case shall entitle any Indenture
      Party to any other or further notice or demand in similar or other
      circumstances.

     

    (b) Neither
      this Agreement nor the Intercreditor Agreement or any provision hereof may
      be
      waived, amended or modified except pursuant to an agreement or agreements in
      writing entered into by the Collateral Agent and the Indenture Party or
      Indenture Parties with respect to which such waiver, amendment or modification
      is to apply, subject to the limitations in the Indenture and the Intercreditor
      Agreement or as otherwise provided in the Indenture or the Intercreditor
      Agreement.

     

     

    Section
      7.10. WAIVER
      OF JURY TRIAL

     

     

    . EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
      OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR
      ANY
      OTHER INDENTURE DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO
      REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
      OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
      SEEK
      TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
      PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
      THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
      7.10.

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    Section
      7.11. Severability.
       In the event any one or more of the provisions contained in this Agreement
      or in any other Indenture Document should be held invalid, illegal or
      unenforceable in any respect, the validity, legality and enforceability of
      the
      remaining provisions contained herein and therein shall not in any way be
      affected or impaired thereby. The parties shall endeavor in good-faith
      negotiations to replace the invalid, illegal or unenforceable provisions with
      valid provisions the economic effect of which comes as close as possible to
      that
      of the invalid, illegal or unenforceable provisions.

     

    Section
      7.12. Counterparts.
       This Agreement may be executed in two or more counterparts, each of which
      shall constitute an original but all of which when taken together shall
      constitute but one contract, and shall become effective as provided in Section
      7.04 hereof. Delivery of an executed counterpart to this Agreement by facsimile
      transmission shall be as effective as delivery of a manually signed
      original.

     

    Section
      7.13. Headings.
       Article and Section headings and the Table of Contents used herein are for
      convenience of reference only, are not part of this Agreement and are not to
      affect the construction of, or to be taken into consideration in interpreting,
      this Agreement.

     

    Section
      7.14. Jurisdiction;
      Consent to Service of Process

     

    (a) Each
      party to this Agreement hereby irrevocably and unconditionally submits, for
      itself and its property, to the nonexclusive jurisdiction of any New York State
      court or federal court of the United States of America sitting in New York
      City,
      and any appellate court from any thereof, in any action or proceeding arising
      out of or relating to this Agreement or any other Indenture Documents, or for
      recognition or enforcement of any judgment, and each of the parties hereto
      hereby irrevocably and unconditionally agrees that all claims in respect of
      any
      such action or proceeding may be heard and determined in such New York State
      or,
      to the extent permitted by law, in such federal court. Each of the parties
      hereto agrees that a final judgment in any such action or proceeding shall
      be
      conclusive and may be enforced in other jurisdictions by suit on the judgment
      or
      in any other manner provided by law. Nothing in this Agreement shall affect
      any
      right that the Collateral Agent or any Secured Party may otherwise have to
      bring
      any action or proceeding relating to this Agreement or any other Indenture
      Document against any Pledgor, or its properties, in the courts of any
      jurisdiction.

     

    (b) Each
      party to this Agreement hereby irrevocably and unconditionally waives, to the
      fullest extent it may legally and effectively do so, any objection which it
      may
      now or hereafter have to the laying of venue of any suit, action or proceeding
      arising out of or relating to this Agreement or any other Indenture Document
      in
      any New York State or federal court. Each of the parties hereto hereby
      irrevocably waives, to the fullest extent permitted by law, the defense of
      an
      inconvenient forum to the maintenance of such action or proceeding in any such
      court.

     

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

    Section
      7.15. Termination
      or Release.
       This Agreement, the Security Interest and all other security interests
      granted hereby shall terminate only in accordance with the Indenture and
      consistent with the Intercreditor Agreement.

     

    Section
      7.16. Additional
      Subsidiaries.
       If, pursuant to the Indenture, the Issuer is required to cause any
      Subsidiary that is not a Subsidiary Guarantor to become a Subsidiary Party
      to
      guarantee the Obligations of the Issuer under the Indenture, upon execution
      and
      delivery by the Collateral Agent and such Subsidiary of an instrument in the
      form of Exhibit
      I
      hereto,
      such Subsidiary shall become a Subsidiary Party hereunder with the same force
      and effect as if originally named as a Subsidiary Party herein. The execution
      and delivery of any such instrument shall not require the consent of any other
      party to this Agreement. The rights and obligations of each party to this
      Agreement shall remain in full force and effect notwithstanding the addition
      of
      any new party to this Agreement.

     

    Section
      7.17. Right
      of Set-off.
       If an Event of Default shall have occurred and be continuing, each Secured
      Party is hereby authorized at any time and from time to time, to the fullest
      extent permitted by law, to set-off and apply any and all deposits (general
      or
      special, time or demand, provisional or final) at any time held and other
      indebtedness at any time owing by such Secured Party to or for the credit or
      the
      account of any party to this Agreement against any of and all the obligations
      of
      such party now or hereafter existing under this Agreement owed to such Secured
      Party, irrespective of whether or not such Secured Party shall have made any
      demand under this Agreement and although such obligations may be unmatured.
      The
      rights of each Secured Party under this Section 7.17 are in addition to other
      rights and remedies (including other rights of set-off) that such Secured Party
      may have. Any amounts received by any Holder pursuant to this Section 7.17
      should be applied pursuant to Section 5.02.

     

    Section
      7.18. Subject
      to Intercreditor Agreement.
       Notwithstanding anything herein to the contrary, (i) the liens and
      security interests granted to the Collateral Agent pursuant to this Agreement
      are expressly subject and subordinate to the liens and security interests
      granted to (a) the First Lien Agent pursuant to the Credit Agreement, or (b)
      any
      agent or trustee for any other Senior Lenders and (ii) the exercise of any
      right
      or remedy by the Collateral Agent hereunder is subject to the limitations and
      provisions of the Intercreditor Agreement. In the event of any conflict between
      the terms of the Intercreditor Agreement and the terms of this Agreement, the
      terms of the Intercreditor Agreement shall govern.

     

    Section
      7.19. Senior
      Collateral Documents.
       The Collateral Agent acknowledges and agrees, on behalf of itself and any
      Secured Party, that any provision of this Agreement to the contrary
      notwithstanding, until the First-Lien Termination Date, the Indenture Parties
      shall not be required to act or refrain from acting pursuant to the Security
      Documents or with respect to any Collateral on which the First Lien Agent has
      a
      Lien superior in priority to the Collateral Agent’s Lien thereon in any manner
      that would result in a default under the terms and provisions of the Senior
      Collateral Documents.

     

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

    


     

    [Signature
      Page Follows]

    


     


    
      
        
           

        

        
        

      

      
        -34-

        
          

        

      

      
        
        

        
          


        

      

    



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

     

     

    BPC
      ACQUISITION CORP.

     

     

    By:
      ___________________________

      Name:

      Title:

     

    Upon
      consummation of the Merger:

    


    BPC
      HOLDING CORPORATION

    BERRY
      PLASTICS CORPORATION

    AEROCON,
      INC.

    BERRY
      IOWA CORPORATION

    BERRY
      PLASTICS DESIGN CORPORATION

    BERRY
      STERLING CORPORATION

    BERRY
      PLASTICS TECHNICAL SERVICES, INC.

    CARDINAL
      PACKAGING, INC.

    CPI
      HOLDING CORPORATION

    KNIGHT
      PLASTICS, INC.

    LANDIS
      PLASTICS, INC.

    PACKERWARE
      CORPORATION

    PESCOR,
      INC.

    POLY-SEAL
      CORPORATION

    VENTURE
      PACKAGING, INC.

    VENTURE
      PACKAGING MIDWEST, INC.

    BERRY
      PLASTICS ACQUISITION CORPORATION III

    BERRY
      PLASTICS ACQUISITION CORPORATION V

    BERRY
      PLASTICS ACQUISITION CORPORATION VII

    BERRY
      PLASTICS ACQUISITION CORPORATION VIII

    BERRY
      PLASTICS ACQUISITION CORPORATION IX

    BERRY
      PLASTICS ACQUISITION CORPORATION X

    BERRY
      PLASTICS ACQUISITION CORPORATION XI

    BERRY
      PLASTICS ACQUISITION CORPORATION XII

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    BERRY
      PLASTICS ACQUISITION CORPORATION XIII

    KERR
      GROUP, INC.

    SAFFRON
      ACQUISITION CORP.

    SUN
      COAST
      INDUSTRIES, INC.

    BERRY
      PLASTICS ACQUISITION CORPORATION XV, LLC

    SETCO,
      LLC

    TUBED
      PRODUCTS, LLC

     

    By:
      ____________________________________

       Name:

      Title:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    WELLS
      FARGO BANK, N.A.,

    as
      Collateral Agent

     

    By:
      ___________________________

      Name:

      Title:

     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    Exhibit
      I

    to
      Collateral Agreement

     

    SUPPLEMENT
      NO. ______ dated as of _____________ (this “Supplement”),
      to
      the Collateral Agreement dated as of September 20, 2006 (the “Collateral
      Agreement”),
      among
      BPC HOLDING CORPORATION (as the surviving entity of the merger on Closing Date
      between BPC Acquisition Corp. and BPC Holding Corporaiton), a Delaware
      corporation, (the “Issuer”),
      each
      subsidiary of the Issuer identified herein as a party (each, a “Subsidiary
      Party”)
      and
      WELLS FARGO BANK, N.A., as collateral agent (in such capacity, the “Collateral
      Agent”)
      for
      the Secured Parties (as defined therein).

     

    A. Reference
      is made to (i) the Indenture dated as of September 20, 2006 (as amended,
      restated, supplemented, waived or otherwise modified from time to time, the
      “Indenture”),
      among
      the Issuer, the Subsidiary Parties and Wells Fargo Bank, N.A., as Trustee (the
      “Trustee”)
      and
      (ii) the Purchase Agreement dated as of September 15, 2006 (as amended,
      restated, supplemented, waived or otherwise modified from time to time, the
      “Purchase
      Agreement”),
      among
      BPC Acquisition Corp., the several parties named in Schedule I thereto (the
      “Initial
      Purchasers”)
      and,
      upon the consummation of the merger on the date of the Collateral Agreement,
      BPC
      Holding Corporation and the Subsidiary Parties thereto.

     

    B. Capitalized
      terms used herein and not otherwise defined herein shall have the meanings
      assigned to such terms in the Indenture and the Collateral Agreement referred
      to
      therein.

     

    C. The
      Pledgors have entered into the Collateral Agreement in order to induce the
      Trustee to enter into the Indenture and the Initial Purchasers to purchase
      the
      Notes. Section 7.16 of the Collateral Agreement provides that additional
      Subsidiaries may become Subsidiary Parties under the Collateral Agreement by
      execution and delivery of an instrument in the form of this Supplement. The
      undersigned Subsidiary (the “New
      Subsidiary”)
      is
      executing this Supplement in accordance with the requirements of the Indenture
      to become a Subsidiary Party under the Collateral Agreement as consideration
      for
      credit previously extended to the Issuer.

     

    Accordingly,
      the Collateral Agent and the New Subsidiary agree as follows:

     

    SECTION
      1. In
      accordance with Section 7.16 of the Collateral Agreement, the New Subsidiary
      by
      its signature below becomes a Subsidiary Party and a Pledgor under the
      Collateral Agreement with the same force and effect as if originally named
      therein as a Subsidiary Party and a Pledgor, and the New Subsidiary hereby
      (a)
      agrees to all the terms and provisions of the Collateral Agreement applicable
      to
      it as a Subsidiary Party and a Pledgor thereunder and (b) represents and
      warrants that the representations and warranties made by it as a Pledgor
      thereunder are true and correct, in all material respects, on and as of the
      date
      hereof. In furtherance of the foregoing, the New Subsidiary, as security for
      the
      payment and performance in full of the Obligations (as defined in the Collateral
      Agreement), does hereby create and grant to the Collateral Agent, for the
      benefit of the Secured Parties, a security interest in and Lien on all the
      New
      Subsidiary’s right, title and interest in and to the Collateral (as defined in
      the Collateral Agreement) of the New Subsidiary. Each reference to a “Subsidiary
      Party” or a “Pledgor” in the Collateral Agreement shall be deemed to include the
      New Subsidiary. The Collateral Agreement is hereby incorporated herein by
      reference.

     

    
      
        
        

      

      
        Exhibit
          I-1

        
          

        

      

      
        
        

      

    

    SECTION
      2. The
      New
      Subsidiary represents and warrants to the Collateral Agent and the other Secured
      Parties that this Supplement has been duly authorized, executed and delivered
      by
      it and constitutes its legal, valid and binding obligation, enforceable against
      it in accordance with its terms, subject to (i) the effects of bankruptcy,
      insolvency, moratorium, reorganization, fraudulent conveyance or other similar
      laws affecting creditors’ rights generally, (ii) general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law) and (iii) implied covenants of good faith and fair
      dealing.

     

    SECTION
      3. This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original but all of which when taken together shall constitute
      but
      one contract. This Supplement shall become effective when (a) the Collateral
      Agent shall have received a counterpart of this Supplement that bears the
      signature of the New Subsidiary and (b) the Collateral Agent has executed a
      counterpart hereof.

     

    SECTION
      4. The
      New
      Subsidiary hereby represents and warrants that (a) set forth on Schedule
      I
      attached
      hereto is a true and correct schedule of the location of any and all Article
      9
      Collateral of the New Subsidiary as of the date hereof, (b) set forth on
Schedule
      II
      attached
      hereto is a true and correct schedule of all the Pledged Securities of the
      New
      Subsidiary and (c) set forth under its signature hereto, is the true and correct
      legal name of the New Subsidiary, its jurisdiction of formation and the location
      of its chief executive office.

     

    SECTION
      5. Except
      as
      expressly supplemented hereby, the Collateral Agreement shall remain in full
      force and effect.

     

    SECTION
      6. THIS
      SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SUPPLEMENT
      SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    SECTION
      7. In
      the
      event any one or more of the provisions contained in this Supplement should
      be
      held invalid, illegal or unenforceable in any respect, the validity, legality
      and enforceability of the remaining provisions contained herein and in the
      Collateral Agreement shall not in any way be affected or impaired thereby.
      The
      parties shall endeavor in good-faith negotiations to replace the invalid,
      illegal or unenforceable provisions with valid provisions the economic effect
      of
      which comes as close as possible to that of the invalid, illegal or
      unenforceable provisions.

     

    SECTION
      8. All
      communications and notices hereunder shall be in writing and given as provided
      in Section 7.01 of the Collateral Agreement.

     

    SECTION
      9. The
      New
      Subsidiary agrees to reimburse the Collateral Agent for its reasonable
      out-of-pocket expenses in connection with this Supplement, including the
      reasonable fees, disbursements and other charges of counsel for the Collateral
      Agent.

     

    
      
        
        

      

      
        Exhibit
          I-2

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed
      this Supplement to the Collateral Agreement as of the day and year first above
      written.

     

     

    [Name
      of
      New Subsidiary]

     

    By:_____________________________
      

      Name:

      Title:

     

    Legal
      Name:

     

    Jurisdiction
      of Formation:

     

    Location
      of Chief Executive Office:

     

    WELLS
      FARGO BANK, N.A., as Collateral Agent

     

    By:______________________________
      

      Name:

      Title:

     


    
      
         

        
        

      

      
        Exhibit
          I-3

        
          

        

      

      
        
        

      

    


    Exhibit
      II

    to
      Collateral Agreement

     

    [Form
      of]

     

    PERFECTION
      CERTIFICATE

     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


     

    Exhibit
      III

    to
      Collateral Agreement

     

    [Form
      of]

     

    ADDITIONAL
      SECURED CREDITOR CONSENT

     

    [Name
      of
      Additional Secured Creditor]

    [Address
      of Additional Secured Creditor]

     

    [Date]

     

       

        
          

        

      

       

        
          

        

      

       

        
          

        

      

       

        
          

        

         

      

    

    The
      undersigned is the agent or trustee (the “Authorized Representative”) for
      persons wishing to become “Secured Parties”
(the
      “New
      Secured Parties”)
      under
      the Collateral Agreement dated as of September 20, 2006 (as heretofore amended
      and/or supplemented, the “Collateral
      Agreement”
(terms
      used without definition herein have the meanings assigned to such term by the
      Collateral Agreement)) among BPC HOLDING CORPORATION (as the surviving entity
      of
      the merger on Closing Date between BPC Acquisition Corp. and BPC Holding
      Corporation), a Delaware corporation, (the “Issuer”),
      each
      subsidiary of the Issuer identified herein as a party (each, a “Subsidiary
      Party”)
      and
      WELLS FARGO BANK, N.A., as collateral agent (in such capacity, the “Collateral
      Agent”)
      for
      the Secured Parties (as defined therein).

     

    In
      consideration of the foregoing, the undersigned hereby:

     

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

     

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

     

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

     

    
      
        
        

      

      
        Ex
          III-1

        
          

        

      

      
        
        

      

    

    (iv) accepts
      and acknowledges the terms of the Collateral Agreement applicable to it and
      the
      New Secured Parties and agrees to serve as Authorized Representative for the
      New
      Secured Parties with respect to the New Secured Obligations and agrees on its
      own behalf and on behalf of the New Secured Parties to be bound by the terms
      hereof applicable to holders of Other Second-Lien Obligations, with all the
      rights and obligations of a Secured Party thereunder and bound by all the
      provisions thereof as fully as if it had been a Secured Party on the effective
      date of the Collateral Agreement.

     

    The
      Collateral Agent, by acknowledging and agreeing to this Additional Secured
      Creditor Consent, accepts the appointment set forth in clause (ii)
      above.

     

    The
      name
      and address of the Authorized Representative for purposes of Section 6.01 of
      the
      Collateral Agreement are as follows:

     

    [name
      and address of Authorized Representative]

     

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

    


     


    
      
        Exhibit
          III-

        
        

      

      
        Ex
          III-2

        
          

        

      

      
        
        

      

    


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

     

    


     

    [NAME
      OF
      AUTHORIZED REPRESENTATIVE]

    


     

    By:_____________________________________

      Name:

      Title:

     

    


    Acknowledged
      and Agreed

    WELLS
      FARGO BANK, N.A., 

    as
      Collateral Agent

    


    By:_________________________________

    Name:

    Title:

    


    


     

    BPC
      ACQUISITION CORP.

     

     

    By:
      ________________________________ 

      Name:

      Title:

     

    Upon
      consummation of the Merger:

    


    BPC
      HOLDING CORPORATION

    AEROCON,
      INC.

    BERRY
      IOWA CORPORATION

    BERRY
      PLASTICS DESIGN CORPORATION

    BERRY
      STERLING CORPORATION

    BERRY
      PLASTICS TECHNICAL SERVICES, INC.

    CARDINAL
      PACKAGING, INC.

    CPI
      HOLDING CORPORATION

    KNIGHT
      PLASTICS, INC.

    LANDIS
      PLASTICS, INC.

    PACKERWARE
      CORPORATION

    PESCOR,
      INC.

    POLY-SEAL
      CORPORATION

    VENTURE
      PACKAGING, INC.

     

    
      
        
        

      

      
        Ex
          III-3

        
          

        

      

      
        
        

      

    

     

    VENTURE
      PACKAGING MIDWEST, INC.

    BERRY
      PLASTICS ACQUISITION CORPORATION III

    BERRY
      PLASTICS ACQUISITION CORPORATION V

    BERRY
      PLASTICS ACQUISITION CORPORATION VII

    BERRY
      PLASTICS ACQUISITION CORPORATION VIII

    BERRY
      PLASTICS ACQUISITION CORPORATION IX

    BERRY
      PLASTICS ACQUISITION CORPORATION X

    BERRY
      PLASTICS ACQUISITION CORPORATION XI

    BERRY
      PLASTICS ACQUISITION CORPORATION XII

    BERRY
      PLASTICS ACQUISITION CORPORATION XIII

    KERR
      GROUP, INC.

    SAFFRON
      ACQUISITION CORP.

    SUN
      COAST
      INDUSTRIES, INC.

    BERRY
      PLASTICS ACQUISITION CORPORATION XV, LLC

    SETCO,
      LLC

    TUBED
      PRODUCTS, LLC,

     

    each
      as
      Pledgor

     

    


    By:_________________________________

    Name:

    Title:

     

    


    


     

    


     


    
      
        
          


        

        
        

      

      
        Ex
          III-4

        
          

        

      

      
        
        

        
          


        

      

    



    Schedule
      IV

    to
      Collateral Agreement

     

    Filings
      Offices

     

    [TO
      BE
      ATTACHED]