Exhibit 10.2


    
      

      

    

     

    
 

    GUARANTEE
      AND COLLATERAL AGREEMENT

     

    dated
      and
      effective as of

     

    September
      20, 2006,

     

    among

     

    BERRY
      PLASTICS GROUP, INC.

     

    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 borrower),

    as
      Borrower.

     

    each
      Subsidiary of the Borrower

     

    identified
      herein,

     

    and

     

    CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH,

    as
      Administrative Agent

     

    


     


    
      
        
          W/1077115v1

           

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    TABLE
      OF
      CONTENTS

     

    Page

     

     

    ARTICLE
      I

    DEFINITIONS

     

    

      
        	
                Section
                  1.01.

              	
                Credit
                  Agreement

              	
                1

              
	
                Section
                  1.02.

              	
                Other
                  Defined Terms

              	
                1

              


      

    

    
    

    ARTICLE
      II

    GUARANTEE

    

      
        	
                Section
                  2.01.

              	
                Guarantee

              	
                5

              
	
                Section
                  2.02.

              	
                Guarantee
                  of Payment

              	
                5

              
	
                Section
                  2.03.

              	
                No
                  Limitations, Etc.

              	
                5

              
	
                Section
                  2.04.

              	
                Reinstatement

              	
                7

              
	
                Section
                  2.05.

              	
                Agreement
                  To Pay; Contribution; Subrogation

              	
                7

              
	
                Section
                  2.06.

              	
                Information

              	
                8

              
	
                Section
                  2.07.

              	
                Maximum
                  Liability

              	
                8

              
	
                Section
                  2.08.

              	
                Payment
                  Free and Clear of Taxes

              	
                8

              


      

    

     

     

    
       

    

    ARTICLE
      III

    PLEDGE
      OF
      SECURITIES

    

      
        	
                Section
                  3.01.

              	
                Pledge

              	
                8

              
	
                Section
                  3.02.

              	
                Delivery
                  of the Pledged Collateral

              	
                9

              
	
                Section
                  3.03.

              	
                Representations,
                  Warranties and Covenants

              	
                10

              
	
                Section
                  3.04.

              	
                Registration
                  in Nominee Name; Denominations

              	
                12

              
	
                Section
                  3.05.

              	
                Voting
                  Rights; Dividends and Interest, Etc.

              	
                12

              


      

    

    
       

    

    ARTICLE
      IV

    SECURITY
      INTERESTS IN OTHER PERSONAL PROPERTY

    

      
        	
                Section
                  4.01.

              	
                Security
                  Interest

              	
                14

              
	
                Section
                  4.02.

              	
                Representations
                  and Warranties

              	
                16

              
	
                Section
                  4.03.

              	
                Covenants

              	
                19

              
	
                Section
                  4.04.

              	
                Other
                  Actions

              	
                21

              
	
                Section
                  4.05.

              	
                Covenants
                  Regarding Patent, Trademark and Copyright Collateral

              	
                22

              


      

    

    
       

    

    ARTICLE
      V

    REMEDIES

    

      
        	
                Section
                  5.01.

              	
                Remedies
                  Upon Default

              	
                23

              
	
                Section
                  5.02.

              	
                Application
                  of Proceeds

              	
                25

              
	
                Section
                  5.03.

              	
                Securities
                  Act, Etc.

              	
                26

              


      

    


    
      
         

        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    


    ARTICLE
      VI

    Indemnity,
      Subrogation and Subordination

    

      
        	
                Section
                  6.01.

              	
                Indemnity

              	
                26

              
	
                Section
                  6.02.

              	
                Contribution
                  and Subrogation

              	
                27

              
	
                Section
                  6.03.

              	
                Subordination;
                  Subrogation

              	
                27

              


      

    

    
    

    ARTICLE
      VII

    MISCELLANEOUS

    

      
        	
                Section
                  7.01.

              	
                Notices

              	
                29

              
	
                Section
                  7.02.

              	
                Security
                  Interest Absolute

              	
                29

              
	
                Section
                  7.03.

              	
                Limitation
                  By Law

              	
                29

              
	
                Section
                  7.04.

              	
                Binding
                  Effect; Several Agreement

              	
                29

              
	
                Section
                  7.05.

              	
                Successors
                  and Assigns

              	
                30

              
	
                Section
                  7.06.

              	
                Administrative
                  Agent’s Fees and Expenses; Indemnification

              	
                30

              
	
                Section
                  7.07.

              	
                Administrative
                  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

              	
                32

              
	
                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

              	
                34

              
	
                Section
                  7.17.

              	
                Right
                  of Set-off

              	
                34

              


      

    

    
       

    


    
      
         

        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    


    


     

    


     

    Schedules

     

    Schedule
      I Subsidiary
      Parties

    Schedule
      II Pledged
      Stock; Debt Securities

    Schedule
      III Intellectual
      Property

    Schedule
      IV Filing
      Offices

    


     

    Exhibits

     

    Exhibit
      I Form
      of
      Supplement to the Guarantee and Collateral Agreement

    Exhibit
      II Form
      of
      Perfection Certificate

     

    


     


    
      
        
           

        

        
        

      

      
        -iii-

        
          

        

      

      
        
        

        
          


        

      

    



    GUARANTEE
      AND COLLATERAL AGREEMENT dated and effective as of September 20, 2006 (this
      “Agreement”),
      among
      BERRY PLASTICS GROUP INC., a Delaware corporation (“Holdings”),
      BPC
      ACQUISITION CORP., a Delaware corporation, which on the Closing Date shall
      be
      merged (the “Merger”)
      with
      and into BPC Holding Corporation, a Delaware corporation, with BPC Holding
      Corporation surviving such merger as the borrower (the “Borrower”),
      upon
      the consummation of the Merger, each Subsidiary of the Borrower identified
      herein as a party (each, a “Subsidiary
      Party”)
      and
      CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent and collateral
      agent (in such capacities, the “Administrative
      Agent”)
      for
      the Secured Parties (as defined below).

     

    Reference
      is made to the Credit Agreement dated as of September 20, 2006 (as amended,
      restated, supplemented, waived or otherwise modified from time to time, the
      “Credit
      Agreement”),
      among
      Holdings, the Borrower, the LENDERS party thereto from time to time, CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent
      for
      the Lenders, CITICORP NORTH AMERICA, INC., as syndication agent (in such
      capacity, the “Syndication
      Agent”),
      and
      DEUTSCHE BANK SECURITIES INC. and J.P. MORGAN SECURITIES INC., as
      co-documentation agents (in such capacities, the “Documentation
      Agents”).

     

    The
      Lenders have agreed to extend credit to the Borrower subject to the terms and
      conditions set forth in the Credit Agreement. The obligations of the Lenders
      to
      extend such credit are conditioned upon, among other things, the execution
      and
      delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates
      of the Borrower, will derive substantial benefits from the extension of credit
      to the Borrower pursuant to the Credit Agreement and are willing to execute
      and
      deliver this Agreement in order to induce the Lenders to extend such credit.
      Accordingly, the parties hereto agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS

    Section
      1.01. Credit
      Agreement.
      (a)
      Capitalized terms used in this Agreement and not otherwise defined herein have
      the respective meanings assigned thereto in the Credit Agreement. 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.

    (b) The
      rules
      of construction specified in Section 1.02 of the Credit Agreement 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.

     


    
      
         

        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


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

     

    “Collateral”
means
      Article 9 Collateral and Pledged Collateral.

     

    “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).

     

    “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 preliminary statement of this
      Agreement.

     

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

     

    “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.

     

    “Guarantors”
means,
      initially, Holdings and upon the consummation of the Merger, Holdings and the
      Subsidiary Parties set forth on Schedule
      I.

     

    “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 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 Administrative
      Agent.

     


    
      
         

        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    “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.

     

    “Loan
      Document Obligations”
means
      (a) the due and punctual payment by the Borrower of (i) the unpaid principal
      of
      and interest (including interest accruing during the pendency of any bankruptcy,
      insolvency, receivership or other similar proceeding, regardless of whether
      allowed or allowable in such proceeding) on the Loans made to the Borrower,
      when
      and as due, whether at maturity, by acceleration, upon one or more dates set
      for
      prepayment or otherwise, (ii) each payment required to be made by the Borrower
      under the Credit Agreement in respect of any Letter of Credit, when and as
      due,
      including payments in respect of reimbursement of disbursements, interest
      thereon (including interest accruing during the pendency of any bankruptcy,
      insolvency, receivership or other similar proceeding, regardless of whether
      allowed or allowable in such proceeding) and obligations to provide cash
      collateral and (iii) all other monetary obligations of the Borrower to any
      of
      the Secured Parties under the Credit Agreement and each of the other Loan
      Documents, including obligations to pay fees, expense and reimbursement
      obligations and indemnification obligations, whether primary, secondary, direct,
      contingent, fixed or otherwise (including monetary obligations incurred during
      the pendency of any bankruptcy, insolvency, receivership or other similar
      proceeding, regardless of whether allowed or allowable in such proceeding),
      (b)
      the due and punctual performance of all other obligations of the Borrower under
      or pursuant to the Credit Agreement and each of the other Loan Documents and
      (c)
      the due and punctual payment and performance of all the obligations of each
      other Loan Party under or pursuant to this Agreement and each of the other
      Loan
      Documents.

     

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

     

    “Obligations”
means
      (a) the Loan Document Obligations, (b) the due and punctual payment and
      performance of all obligations of each Loan Party under each Swap Agreement
      that
      (i) is in effect on the Closing Date with a counterparty that is a Lender or
      an
      Affiliate of a Lender as of the Closing Date or (ii) is entered into after
      the
      Closing Date with any counterparty that is a Lender or an Affiliate of a Lender
      at the time such Swap Agreement is entered into and (c) the due and punctual
      payment and performance of all obligations of the Borrower and any of its
      Subsidiaries in respect of overdrafts and related liabilities owed to a Lender
      or any of its Affiliates (or any other Person designated by the Borrower as
      a
      provider of cash management services and entitled to the benefit of this
      Agreement) and arising from cash management services (including treasury,
      depository, overdraft, credit or debit card, electronic funds transfer, ACH
      services and other cash management arrangements).

     

    “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).

     


    
      
         

        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    “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 Borrower and the chief
      legal officer of the Borrower.

     

    “Permitted
      Liens”
means
      any Lien permitted by Section 6.02 of the Credit Agreement.

     

    “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, stock certificates 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.

     

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

     

    “Pledgor”
shall
      mean, initially, Holdings and BPC Acquisition Corp. and upon the consummation
      of
      the Merger, Holdings, the Borrower and each Subsidiary Party.

     

    “Secured
      Parties”
means
      (a) the Lenders (and any Affiliate of a Lender designated by the Borrower as
      a
      provider of cash management services to which any obligation referred to in
      clause (c) of the definition of the term “Obligations” is owed), (b) the
      Administrative Agent, (c) each Issuing Bank, (d) each counterparty to any Swap
      Agreement entered into with a Loan Party or any Affiliate of a Loan Party,
      the
      obligations under which constitute Obligations, (e) the beneficiaries of each
      indemnification obligation undertaken by any Loan Party under any Loan Document
      and (f) the successors and permitted assigns of each of the
      foregoing.

     

    “Security
      Interest”
has
      the
      meaning assigned to such term in Section 4.01.

     

    “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.

     


    
      
         

        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    “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).

     

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

     

    ARTICLE
      II

     

    GUARANTEE

    Section
      2.01. Guarantee.
       Each Guarantor unconditionally and irrevocably guarantees, jointly with
      the other Guarantors and severally, to the Administrative Agent, for the ratable
      benefit of the Secured Parties, as a primary obligor and not merely as a surety,
      the due and punctual payment and performance of the Obligations. Each Guarantor
      further agrees that the Obligations may be extended or renewed, in whole or
      in
      part, without notice to or further assent from it, and that it will remain
      bound
      upon its guarantee notwithstanding any extension or renewal of any Obligation.
      Each Guarantor waives presentment to, demand of payment from and protest to
      the
      Borrower or any other Loan Party of any of the Obligations, and also waives
      notice of acceptance of its guarantee and notice of protest for
      nonpayment.

     

    Section
      2.02. Guarantee
      of Payment.
       Each Guarantor further agrees that its guarantee hereunder constitutes a
      guarantee of payment when due (whether at the stated maturity, by acceleration
      or otherwise) and not of collection, and waives any right to require that any
      resort be had by the Administrative Agent or any other Secured Party to any
      security held for the payment of the Obligations or to any balance of any
      deposit account or credit on the books of the Administrative Agent or any other
      Secured Party in favor of the Borrower or any other person.

     

    Section
      2.03. No
      Limitations, Etc.  (b)
      Except
      for termination of a Guarantor’s obligations hereunder as expressly provided for
      in Section 7.15, the obligations of each

     


    
      
         

        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    Guarantor
      hereunder shall not be subject to any reduction, limitation, impairment or
      termination for any reason, including any claim of waiver, release, surrender,
      alteration or compromise, and shall not be subject to any defense or setoff,
      counterclaim, recoupment or termination whatsoever by reason of the invalidity,
      illegality or unenforceability of the Obligations or otherwise (other than
      defense of payment or performance). Without limiting the generality of the
      foregoing, the obligations of each Guarantor hereunder, to the fullest extent
      permitted by applicable law, shall not be discharged or impaired or otherwise
      affected by, and each Guarantor hereby waives any defense to the enforcement
      hereof by reason of:

     

    (i) the
      failure of the Administrative Agent or any other Secured Party to assert any
      claim or demand or to exercise or enforce any right or remedy under the
      provisions of any Loan Document or otherwise;

     

    (ii) any
      rescission, waiver, amendment or modification of, or any release from any of
      the
      terms or provisions of, any Loan Document or any other agreement, including
      with
      respect to any other Guarantor under this Agreement;

     

    (iii) the
      failure to perfect any security interest in, or the exchange, substitution,
      release or any impairment of, any security held by the Administrative Agent
      or
      any other Secured Party for the Obligations;

     

    (iv) any
      default, failure or delay, willful or otherwise, in the performance of the
      Obligations;

     

    (v) any
      other
      act or omission that may or might in any manner or to any extent vary the risk
      of any Guarantor or otherwise operate as a discharge of any Guarantor as a
      matter of law or equity (other than the payment in full in cash or immediately
      available funds of all the Obligations);

     

    (vi) any
      illegality, lack of validity or enforceability of any Obligation;

     

    (vii) any
      change in the corporate existence, structure or ownership of the Borrower,
      or
      any insolvency, bankruptcy, reorganization or other similar proceeding affecting
      the Borrower or its assets or any resulting release or discharge of any
      Obligation;

     

    (viii) the
      existence of any claim, set-off or other rights that the Guarantor may have
      at
      any time against the Borrower, the Administrative Agent, or any other
      corporation or person, whether in connection herewith or any unrelated
      transactions, provided that nothing herein will prevent the assertion of any
      such claim by separate suit or compulsory counterclaim;

     

    (ix) any
      action permitted or authorized hereunder; or

     

    (x) any
      other
      circumstance (including without limitation, any statute of limitations) or
      any
      existence of or reliance on any representation by the Administrative Agent
      that
      might otherwise constitute a defense to, or a legal or equitable discharge
      of,
      the Borrower or the Guarantor or any other guarantor or surety.

     


    
      
        --

        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    Each
      Guarantor expressly authorizes the Secured Parties to take and hold security
      for
      the payment and performance of the Obligations, to exchange, waive or release
      any or all such security (with or without consideration), to enforce or apply
      such security and direct the order and manner of any sale thereof in their
      sole
      discretion or to release or substitute any one or more other guarantors or
      obligors upon or in respect of the Obligations, all without affecting the
      obligations of any Guarantor hereunder.

     

    (b) To
      the
      fullest extent permitted by applicable law, each Guarantor waives any defense
      based on or arising out of any defense of any other Loan Party or the
      unenforceability of the Obligations or any part thereof from any cause, or
      the
      cessation from any cause of the liability of any other Loan Party, other than
      the payment in full in cash or immediately available funds of all the
      Obligations (other than contingent or unliquidated obligations or liabilities).
      The Administrative Agent and the other Secured Parties may, at their election,
      foreclose on any security held by one or more of them by one or more judicial
      or
      nonjudicial sales, accept an assignment of any such security in lieu of
      foreclosure, compromise or adjust any part of the Obligations, make any other
      accommodation with any other Loan Party or exercise any other right or remedy
      available to them against any other Loan Party, without affecting or impairing
      in any way the liability of any Guarantor hereunder except to the extent the
      Obligations (other than contingent or unliquidated obligations or liabilities)
      have been paid in full in cash or immediately available funds. To the fullest
      extent permitted by applicable law, each Guarantor waives any defense arising
      out of any such election even though such election operates, pursuant to
      applicable law, to impair or to extinguish any right of reimbursement or
      subrogation or other right or remedy of such Guarantor against any other Loan
      Party, as the case may be, or any security.

     

    Section
      2.04. Reinstatement.
      Each
      Guarantor agrees that its guarantee hereunder shall continue to be effective
      or
      be reinstated, as the case may be, if at any time payment, or any part thereof,
      of any Obligation is rescinded or must otherwise be restored by the
      Administrative Agent or any other Secured Party upon the bankruptcy or
      reorganization of the Borrower or any other Loan Party or
      otherwise.

     

    Section
      2.05. Agreement
      To Pay; Contribution; Subrogation.
      In
      furtherance of the foregoing and not in limitation of any other right that
      the
      Administrative Agent or any other Secured Party has at law or in equity against
      any Guarantor by virtue hereof, upon the failure of the Borrower to pay any
      Obligation when and as the same shall become due, whether at maturity, by
      acceleration, after notice of prepayment or otherwise, each Guarantor hereby
      promises to and will forthwith pay, or cause to be paid, to the Administrative
      Agent for distribution to the applicable Secured Parties in cash the amount
      of
      such unpaid Obligation. Each Guarantor hereby unconditionally and irrevocably
      agrees that in the event any payment shall be required to be made to any Secured
      Party under this guarantee or any other guarantee, such Guarantor will
      contribute, to the maximum extent permitted by law, such amounts to each other
      Guarantor and each other guarantor so as to maximize the aggregate amount paid
      to the Secured Parties under or in respect of the Loan Documents. Upon payment
      by any Guarantor of any sums to the Administrative Agent as provided above,
      all
      rights of such Guarantor against the Borrower, or other Loan Party or any other
      Guarantor arising as a result thereof by way of right of subrogation,
      contribution, reimbursement, indemnity or otherwise shall in all respects be
      subject to Article VI.

     


    
      
         

        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    Section
      2.06. Information.
      Each
      Guarantor assumes all responsibility for being and keeping itself informed
      of
      the financial condition and assets of the Borrower and each other Loan Party,
      and of all other circumstances bearing upon the risk of nonpayment of the
      Obligations and the nature, scope and extent of the risks that such Guarantor
      assumes and incurs hereunder, and agrees that none of the Administrative Agent
      or the other Secured Parties will have any duty to advise such Guarantor of
      information known to it or any of them regarding such circumstances or
      risks.

     

    Section
      2.07. Maximum
      Liability.
      Each
      Guarantor, and by its acceptance of this guarantee, the Administrative Agent
      and
      each Lender hereby confirms that it is the intention of all such Persons that
      this guarantee and the Obligations of each Guarantor hereunder not constitute
      a
      fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code
      or
      any other federal, state or foreign bankruptcy, insolvency, receivership or
      similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
      Transfer Act or any similar foreign, federal or state law to the extent
      applicable to this guarantee and the Obligations of each Guarantor hereunder.
      To
      effectuate the foregoing intention, the Administrative Agent, the Lenders and
      the Guarantors hereby irrevocably agree that the Obligations of each Guarantor
      under this guarantee at any time shall be limited to the maximum amount as
      will
      result in the Obligations of such Guarantor under this guarantee not
      constituting a fraudulent transfer or conveyance. 

     

    Section
      2.08. Payment
      Free and Clear of Taxes.
      Any and
      all payments by or on account of any obligation of any Guarantor hereunder
      or
      under any other Loan Document shall be made free and clear of, and without
      deduction for, any Indemnified Taxes or Other Taxes on the same terms and to
      the
      same extent that payments by the Borrower and Holdings are required to be made
      pursuant to the terms of Section 2.17 of the Credit Agreement. The provisions
      of
      Section 2.17 of the Credit Agreement shall apply to each Guarantor mutatis
      mutandis.
      

     

    ARTICLE
      III

     

    PLEDGE
      OF
      SECURITIES

    Section
      3.01. Pledge.
      As
      security for the payment or performance, as the case may be, in full of its
      Obligations, each Pledgor hereby assigns and pledges to the Administrative
      Agent, its successors and permitted assigns, for the ratable benefit of the
      Secured Parties, and hereby grants to the Administrative Agent, its successors
      and permitted assigns, for the ratable benefit of the Secured Parties, a
      security interest in all of such Pledgor’s right, title and interest in, to and
      under (a) the Equity Interests directly owned by it (including those listed
      on
Schedule
      II)
      and any
      other Equity Interests obtained in the future by such Pledgor and any
      certificates representing all such Equity Interests (the “Pledged
      Stock”);
      provided
      that the
      Pledged Stock shall not include (i) (A) more than 65% of the issued and
      outstanding voting Equity Interests of any “first tier” Foreign Subsidiary
      directly owned by such Pledgor, (B) more than 65% of the issued and outstanding
      voting Equity Interests of any “first tier” Qualified CFC Holding Company
      directly owned by such Pledgor, (C) any issued and outstanding Equity Interest
      of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, or (D)
      any issued and outstanding Equity Interests of any Qualified CFC Holding Company
      that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent
      applicable law requires that a Subsidiary of such Pledgor

     


    
      
        --

        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    issue
      directors’ qualifying shares, such shares or nominee or other similar shares,
      (iii) any Equity Interests with respect to which the Collateral and Guarantee
      Requirement or the other paragraphs of Section 5.10 of the Credit Agreement
      need
      not be satisfied by reason of Section 5.10(g) of the Credit Agreement, or (iv)
      any Equity Interests of a person that is not directly or indirectly a
      Subsidiary; (b) (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”);
      (c)
      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 clauses (a) and (b) above; (d) 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), (b) and (c) above; and (e) all
      proceeds of any of the foregoing (the items referred to in clauses (a) through
      (e) above being collectively referred to as the “Pledged
      Collateral”).

     

    TO
      HAVE
      AND TO HOLD the Pledged Collateral, together with all right, title, interest,
      powers, privileges and preferences pertaining or incidental thereto, unto the
      Administrative Agent, its successors and permitted assigns, for the ratable
      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.
      (c)
      Each
      Pledgor agrees promptly to deliver or cause to be delivered to the
      Administrative Agent, for the ratable benefit of the Secured Parties, any and
      all Pledged Securities to the extent such Pledged Securities are either
      (i) Equity Interests or (ii) 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.

     

    (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 Holdings, the Borrower 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
      Administrative Agent, for the ratable 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 Administrative Agent,
      to
      immediately demand payment thereunder upon an Event of Default specified under
      Section 7.01(b), (c), (f), (h) or (i) of the Credit Agreement unless such demand
      would not be commercially reasonable or would otherwise expose Pledgor to
      liability to the maker.

     

    (c) Upon
      delivery to the Administrative 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 stock powers or note powers, as applicable, duly
      executed in blank or other instruments of transfer reasonably satisfactory
      to
      the Administrative Agent and by such other instruments and documents as the
      Administrative Agent may reasonably request and (ii) all other property
      comprising part of the Pledged Collateral delivered pursuant to the terms of
      this

     


    
      
        --

        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    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 Administrative 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.

     

    (d) In
      the
      event any Pledged Securities constitute uncertificated securities, each Pledgor
      shall, pursuant to an agreement in form and substance reasonably satisfactory
      to
      the Administrative Agent, either (i) cause the issuer to agree to comply with
      instructions from the Administrative Agent without further consent of any
      Pledgor or (ii) cause the issuer to register the Administrative Agent as the
      registered owner of such uncertificated security.

     

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

     

    (a) Schedule
      II
      correctly sets forth the percentage of the issued and outstanding shares of
      each
      class of the Equity Interests of the issuer thereof represented by such Pledged
      Stock and includes all Equity Interests, debt securities and promissory notes
      or
      instruments evidencing Indebtedness required to be (i) pledged in order to
      satisfy the Collateral and Guarantee Requirement, or (ii) delivered pursuant
      to
      Section 3.02;

     

    (b) the
      Pledged Stock and Pledged Debt Securities (solely with respect to Pledged Debt
      Securities issued by a person that is not a Subsidiary of Holdings 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 issuers thereof and (i)
      in
      the case of Pledged Stock, are fully paid and nonassessable and (ii) in the
      case
      of Pledged Debt Securities (solely with respect to Pledged Debt Securities
      issued by a person that is not a Subsidiary of Holdings or an Affiliate of
      any
      such subsidiary, to the best of each Pledgor’s knowledge) are legal, valid and
      binding obligations of the 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 Credit Agreement, 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 Credit Agreement and other than Permitted Liens and (iv) subject to the
      rights of such Pledgor

     


    
      
        --

        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    under
      the
      Loan 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) other
      than as set forth in the Credit Agreement or the schedules thereto, and except
      for restrictions and limitations imposed by the Loan Documents or securities
      laws generally or otherwise permitted to exist pursuant to the terms of the
      Credit Agreement, the Pledged Stock (other than partnership interests) is and
      will continue to be freely transferable and assignable, and none of the Pledged
      Stock is or will be subject to any option, right of first refusal, shareholders
      agreement, charter or by-law provisions or contractual restriction of any nature
      that might prohibit, impair, delay or otherwise affect the pledge of such
      Pledged Stock hereunder, the sale or disposition thereof pursuant hereto or
      the
      exercise by the Administrative Agent of rights and remedies
      hereunder;

     

    (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 Credit Agreement or the schedules thereto, 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 and the Foreign
      Pledge Agreements, when any Pledged Securities (including Pledged Stock of
      any
      Domestic Subsidiary or any Qualified CFC Holding Company and any foreign stock
      covered by a Foreign Pledge Agreement) are delivered to the Administrative
      Agent, for the ratable benefit of the Secured Parties, in accordance with this
      Agreement and a financing statement covering such Pledge Securities is filed
      in
      the appropriate filing office, the Administrative Agent will obtain, for the
      ratable 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 Credit Agreement, as security for
      the payment and performance of the Obligations; 

     

    (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 securities
      issued by it in connection with any request by the Administrative Agent;


     

    (i) as
      of the
      Closing Date, each of the Equity Interests in limited liability companies or
      partnerships that is pledged by the Pledgors hereunder constitutes a security
      under Section 8-103 of the Uniform Commercial Code or the corresponding code
      or
      statute of any other applicable jurisdiction; and

     


    
      
        --

        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    (j) the
      Pledgors shall not amend, or permit to be amended, the limited liability company
      agreement (or operating agreement or similar agreement) or partnership agreement
      of any Subsidiary of any Loan Party whose Equity Interests are, or are required
      to be, Collateral in a manner to cause such Equity Interests to not constitute
      a
      security under Section 8-103 of the Uniform Commercial Code in the State of
      New
      York or the corresponding code or statute of any other applicable jurisdiction
      unless such Loan Party shall have first delivered 30 days written notice to
      the
      Administrative Agent and shall have taken all actions contemplated hereby and
      as
      otherwise reasonably required by the Administrative Agent to maintain the
      security interest of the Administrative Agent therein as a valid, perfected,
      first priority security interest. 

     

    Section
      3.04. Registration
      in Nominee Name; Denominations.
      The
      Administrative 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
      Administrative 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 Administrative 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 Administrative 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 Loan Party that is not a party to this Agreement to comply with a
      request by the Administrative Agent, pursuant to this Section 3.04, to exchange
      certificates representing Pledged Securities of such Loan 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
      Administrative Agent shall have given notice to the relevant Pledgors of the
      Administrative 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 Credit
      Agreement and the other Loan Documents; provided,
      that,
      except as expressly permitted under the Credit Agreement, 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 Administrative Agent or the other Secured Parties under
      this Agreement, the Credit Agreement or any other Loan Document or the ability
      of the Secured Parties to exercise the same.

     

    (ii) The
      Administrative 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.

     


    
      
        --

        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    (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 Credit
      Agreement, the other Loan 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
      Administrative Agent, for the ratable benefit of the Secured Parties, and shall
      be forthwith delivered to the Administrative Agent, for the ratable benefit
      of
      the Secured Parties, in the same form as so received (endorsed in a manner
      reasonably satisfactory to the Administrative Agent).

     

    (b) Upon
      the
      occurrence and during the continuance of an Event of Default and after notice
      by
      the Administrative Agent to the Borrower of the Administrative 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 ratable benefit of the
      Secured Parties, in the Administrative 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 Administrative Agent, for the ratable benefit of the
      Secured Parties, and shall be forthwith delivered to the Administrative Agent,
      for the ratable benefit of the Secured Parties, in the same form as so received
      (endorsed in a manner reasonably satisfactory to the Administrative Agent).
      Any
      and all money and other property paid over to or received by the Administrative
      Agent pursuant to the provisions of this paragraph (b) shall be retained by
      the
      Administrative Agent in an account to be established by the Administrative
      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 Borrower has delivered to the Administrative Agent
      a certificate to that effect, the Administrative Agent shall promptly repay
      to
      each Pledgor (without interest) all dividends, interest, principal or
      other

     


    
      
         

        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    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.

     

    (c) Upon
      the
      occurrence and during the continuance of an Event of Default and after notice
      by
      the Administrative Agent to the Borrower of the Administrative 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
      Administrative Agent under paragraph (a)(ii) of this Section 3.05, shall cease,
      and all such rights shall thereupon become vested in the Administrative Agent,
      for the ratable 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,
      unless otherwise directed by the Required Lenders, the Administrative 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 Borrower has delivered
      to
      the Administrative 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, other than Holdings (all references to a Pledgor
      or
      to the Pledgors in the Article IV shall be deemed to be a reference to each
      Pledgor other than Holdings) hereby assigns and pledges to the Administrative
      Agent, its successors and permitted assigns, for the ratable benefit of the
      Secured Parties, and hereby grants to the Administrative Agent, its successors
      and permitted assigns, for the ratable 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”):

    (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;

     


    
      
        --

        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


    (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 assets
      (including Equity Interests), whether now owned or hereafter acquired, with
      respect to which the Collateral and Guarantee Requirement or the other
      paragraphs of Section 5.10 of the Credit Agreement would not be required to
      be
      satisfied by reason of Section 5.10(g) of the Credit Agreement if hereafter
      acquired, (c) any property excluded from the definition of Pledged Collateral
      by
      virtue of the proviso to Section 3.01 hereof, (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 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 Administrative 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 Article 9 Collateral
      or any part thereof and amendments thereto that contain the information required
      by Article 9 of the Uniform

     


    
      
        --

        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    


    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 Administrative 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 Administrative Agent promptly upon request.

     

    The
      Administrative 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 Administrative Agent as secured party.

     

    (c) The
      Security Interest is granted as security only and shall not subject the
      Administrative 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 Administrative
      Agent
      and the 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 Administrative 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 in full force and effect or has otherwise
      been disclosed herein or in the Credit Agreement.

     

    (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 by the
      Administrative Agent based upon the information provided to the Administrative
      Agent in the Perfection Certificate for filing in each governmental, municipal
      or other office specified in Schedule
      IV
      (or
      specified by notice from the Borrower to the Administrative Agent after the
      Closing Date in the case of filings, recordings or registrations required by
      Section 5.10 of the Credit Agreement) 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

     


    
      
        --

        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    


    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
      Administrative Agent (for the ratable 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 a fully executed
      Intellectual Property Security Agreement 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 to the Administrative Agent 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
      Administrative Agent, to protect the validity of and to establish a legal,
      valid
      and perfected security interest in favor of the Administrative Agent, for the
      ratable 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
      developed after the date hereof).

     

    (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
      Agreement with the United States Patent and Trademark Office and the United
      States Copyright Office, as applicable. The Security Interest is and shall
      be
      prior to any other Lien on any of the Article 9 Collateral other than Permitted
      Liens.

     

    (d) The
      Article 9 Collateral is owned by the Guarantors 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

     


    
      
         

        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    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.

     

    (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

     


    
      
         

        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


    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 Administrative 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
      Administrative 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 Administrative Agent to 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 ratable benefit
      of
      the Secured Parties. Each Pledgor agrees promptly to notify the Administrative
      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 Loan 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 Administrative Agent, for the ratable 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 as the Administrative Agent may from time to time reasonably request
      to
      better assure, preserve, protect, defend and perfect the first 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 and delivered
      to
      the Administrative Agent, for the ratable benefit of the Secured Parties, duly
      endorsed in a manner reasonably satisfactory to the Administrative
      Agent.

     

    Without
      limiting the generality of the foregoing, each Pledgor hereby authorizes the
      Administrative Agent, with prompt notice thereof to the Pledgors, to supplement
      this Agreement by supplementing Schedule
      III
      or
      adding additional schedules hereto to specifically

     


    
      
        --

        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    


    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 Borrower
      has
      been notified by the Administrative Agent of the specific identification of
      such
      Article 9 Collateral, to advise the Administrative 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 the Administrative Agent of the specific identification
      of such Article 9 Collateral.

     

    (d) After
      the
      occurrence of an Event of Default and during the continuance thereof, the
      Administrative Agent shall have the right to verify under reasonable procedures
      the validity, amount, quality, quantity, 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 Administrative
      Agent shall have the right to share any information it gains from such
      inspection or verification with any Secured Party.

     

    (e) At
      its
      option, the Administrative 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 Credit Agreement or this
      Agreement, and each Pledgor jointly and severally agrees to reimburse the
      Administrative Agent on demand for any reasonable payment made or any reasonable
      expense incurred by the Administrative 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 Administrative 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 Loan Documents.

     

    (f) Each
      Pledgor (rather than the Administrative 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 Administrative 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 Credit
      Agreement. 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
      Credit Agreement.

     


    
      
         

        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    


    (h) None
      of
      the Pledgors will, without the Administrative 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 Administrative Agent
      (and all officers, employees or agents designated by the Administrative 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 Administrative 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 Administrative
      Agent reasonably deems advisable. All sums disbursed by the Administrative
      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 Administrative Agent and shall be additional
      Obligations secured hereby.

     

    Section
      4.04. Other
      Actions.
      In
      order to further ensure the attachment, perfection and priority of, and the
      ability of the Administrative Agent to enforce, for the ratable benefit of
      the
      Secured Parties, the Administrative 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 Administrative Agent,
      accompanied by such instruments of transfer or assignment duly executed in
      blank
      as the Administrative Agent may from time to time reasonably
      request.

     

    (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, such
      Pledgor shall forthwith endorse, assign and deliver the same to the
      Administrative Agent, accompanied by such instruments of transfer or assignment
      duly executed in blank as the Administrative 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
      Administrative Agent of such uncertificated securities and (a) upon the
      Administrative Agent’s reasonable request and (b) upon the occurrence and
      during

     


    
      
         

        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


    the
      continuance of an Event of Default, pursuant to an agreement in form and
      substance reasonably satisfactory to the Administrative Agent, either (i) cause
      the issuer to agree to comply with instructions from the Administrative Agent
      as
      to such security, without further consent of any Pledgor or such nominee, or
      (ii) cause the issuer to register the Administrative 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 Administrative Agent thereof in a writing signed by such Pledgor, including
      a summary description of such claim, and grant to the Administrative 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 Administrative 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.

     

    (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 copyright notice as required under applicable
      copyright laws.

     

    (d) Each
      Pledgor shall notify the Administrative 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.

     


    
      
         

        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    


    (e) Each
      Pledgor, either itself or through any agent, employee, licensee or designee,
      shall (i) inform the Administrative 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 Administrative Agent may otherwise reasonably request to evidence the
      Administrative 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.

     

    (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 Administrative 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.
      Upon
      the occurrence and during the continuance of an Event of Default, each Pledgor
      agrees to deliver each item of Collateral to the Administrative Agent on demand,
      and it is agreed that the Administrative 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
      Administrative 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 Administrative 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

     


    
      
        --

        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    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 Administrative 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 Administrative Agent shall deem
      appropriate. The Administrative 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
      Administrative 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.

     

    To
      the
      extent any notice is required by applicable law, the Administrative 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 Administrative
      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 Administrative 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 Administrative Agent may (in its sole and absolute
      discretion) determine. The Administrative 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
      Administrative 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 Administrative Agent
      until the sale price is paid by the purchaser or purchasers thereof, but the
      Administrative 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,

     


    
      
        --

        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    


    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 Administrative 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 Administrative 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 Administrative Agent may proceed by a suit or
      suits at law or in equity to foreclose 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.

     

    Section
      5.02. Application
      of Proceeds.
      The
      Administrative 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 Administrative Agent
      in
      connection with such collection or sale or otherwise in connection with this
      Agreement, any other Loan 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 Administrative Agent
      hereunder or under any other Loan 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 Loan Document, and all other fees,
      indemnities and other amounts owing or reimbursable to the Administrative Agent
      under any Loan Document in its capacity as such;

     

    SECOND,
      to
      payment of all fees, indemnities and other amounts (other than principal and
      interest) payable to the Issuing Bank in capacity as such and of any amount
      required to be paid to the Issuing Bank by any Revolving Facility Lender
      pursuant to Section
      2.05(e)
      and
(h)
      of the
      Credit Agreement and not paid by such Revolving Facility Lender (which shall
      be
      payable to the Administrative Agent if the Administrative Agent advanced such
      payment to the Issuing Bank in anticipation of such payment by such Revolving
      Facility Lender and otherwise, to the Issuing Bank); and

     

    THIRD,
      to
      the payment in full of the Obligations (the amounts so applied to be distributed
      among the Secured Parties pro
      rata
      in
      accordance with the respective amounts of the Obligations owed to them on the
      date of any such distribution, which in the case of Letters of Credit, shall
      be
      paid by deposit in an account with the Administrative Agent, in the name of
      the
      Administrative Agent and for the benefit of the Issuing Bank and the Lenders,
      an
      amount in cash in U.S. Dollars equal to the aggregate L/C Exposure as of such
      date plus any accrued and unpaid interest thereon).

     


    
      
        --

        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    


    The
      Administrative Agent shall have absolute discretion as to the time of
      application of any such proceeds, moneys or balances in accordance with this
      Agreement. Upon any sale of Collateral by the Administrative Agent (including
      pursuant to a power of sale granted by statute or under a judicial proceeding),
      the receipt of the purchase money by the Administrative 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 Administrative Agent or such officer or be answerable in any way for
      the
      misapplication thereof.

     

    


     

    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 Administrative Agent if the
      Administrative 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 Administrative 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 Administrative 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
      Administrative Agent shall incur no responsibility or liability for selling
      all
      or any part of the Pledged Collateral at a price that the Administrative 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 Administrative Agent sells.

     

    ARTICLE
      VI

     

    INDEMNITY,
      SUBROGATION AND SUBORDINATION

     

    Section
      6.01. Indemnity.
      In
      addition to all such rights of indemnity and subrogation as the Guarantors
      may
      have under applicable law (but subject to Section 6.03 hereof), the Borrower
      agrees that (a) in the event a payment shall be made by any
      Guarantor

     


    
      
        --

        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    


    under
      this Agreement in respect of any Obligation of the Borrower, the Borrower shall
      indemnify such Guarantor for the full amount of such payment and such Guarantor
      shall be subrogated to the rights of the person to whom such payment shall
      have
      been made to the extent of such payment and (b) in the event any assets of
      any
      Guarantor shall be sold pursuant to this Agreement or any other Security
      Document to satisfy in whole or in part an Obligation of the Borrower, the
      Borrower shall indemnify such Guarantor in an amount equal to the greater of
      the
      book value or the fair market value of the assets so sold.

     

    Section
      6.02. Contribution
      and Subrogation.
      Each
      Guarantor (other than Holdings and the Borrower) (a “Contributing
      Guarantor”)
      agrees
      (subject to Section 6.03 hereof) that, in the event a payment shall be made
      by
      any other Guarantor (other than Holdings and the Borrower) hereunder in respect
      of any Obligation or assets of any other Guarantor (other than Holdings and
      the
      Borrower) shall be sold pursuant to any Security Document to satisfy any
      Obligation owed to any Secured Party and such other Guarantor (the “Claiming
      Guarantor”)
      shall
      not have been fully indemnified by the Borrower as provided in Section 6.01
      hereof, the Contributing Guarantor shall indemnify the Claiming Guarantor in
      an
      amount equal to the amount of such payment or the greater of the book value
      or
      the fair market value of such assets, as applicable, in each case multiplied
      by
      a fraction of which the numerator shall be the net worth of such Contributing
      Guarantor on the date hereof and the denominator shall be the aggregate net
      worth of all the Guarantors on the date hereof (or, in the case of any Guarantor
      becoming a party hereto pursuant to Section 7.16 hereof, the date of the
      supplement hereto executed and delivered by such Guarantor). Any Contributing
      Guarantor making any payment to a Claiming Guarantor pursuant to this Section
      6.02 shall be subrogated to the rights of such Claiming Guarantor under Section
      6.01 hereof to the extent of such payment.

     

    Section
      6.03. Subordination;
      Subrogation.
      (a)
      Each
      Guarantor hereby subordinates any and all debts, liabilities and other
      Obligations owed to such Guarantor by each other Loan Party (the “Subordinated
      Obligations”)
      to the
      Obligations to the extent and in the manner hereinafter set forth in this
      Section 6.03:

     

    (i) Prohibited
      Payments, Etc.
      Except
      during the continuance of an Event of Default, each Guarantor may receive
      regularly scheduled payments from any other Loan Party on account of the
      Subordinated Obligations. After the occurrence and during the continuance of
      any
      Event of Default, however, unless the Required Lenders otherwise agree, no
      Guarantor shall demand, accept or take any action to collect any payment on
      account of the Subordinated Obligations until the Obligations have been paid
      in
      full in cash.

     

    (ii) Prior
      Payment of Guaranteed Obligations.
      In any
      proceeding under the U.S. Bankruptcy Code or any other federal, state or foreign
      bankruptcy, insolvency, receivership or similar law relating to any other Loan
      Party, each Guarantor agrees that the Secured Parties shall be entitled to
      receive payment in full in cash of all Obligations (including all interest
      and
      expenses accruing after the commencement of a proceeding under any U.S.
      Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency,
      receivership or similar law, whether or not constituting an allowed claim in
      such proceeding (“Post-Petition
      Interest”))
      before such Guarantor receives payment of any Subordinated
      Obligations.

     


    
      
        --

        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    


    (iii) Turn-Over.
      After
      the occurrence and during the continuance of any Event of Default, each
      Guarantor shall, if the Administrative Agent so requests, collect, enforce
      and
      receive payments on account of the Subordinated Obligations as trustee for
      the
      Secured Parties and deliver such payments to the Administrative Agent on account
      of the Obligations (including all Post-Petition Interest), together with any
      necessary endorsements or other instruments of transfer, but without reducing
      or
      affecting in any manner the liability of such Guarantor under the other
      provisions of this Guaranty.

     

    (iv) Administrative
      Agent Authorization.
      After
      the occurrence and during the continuance of any Event of Default, the
      Administrative Agent is authorized and empowered (but without any obligation
      to
      so do), in its discretion, (i) in the name of each Guarantor, to collect and
      enforce, and to submit claims in respect of, the Subordinated Obligations and
      to
      apply any amounts received thereon to the Obligations (including any and all
      Post-Petition Interest), and (ii) to require each Guarantor (A) to collect
      and
      enforce, and to submit claims in respect of, the Subordinated Obligations and
      (B) to pay any amounts received on such obligations to the Administrative Agent
      for application to the Guaranteed Obligations (including any and all
      Post-Petition Interest).

     

    (b) Each
      Guarantor hereby unconditionally and irrevocably agrees not to exercise any
      rights that it may now have or hereafter acquire against the Borrower, any
      other
      Loan Party or any other insider guarantor that arise from the existence,
      payment, performance or enforcement of such Guarantor’s Obligations under or in
      respect of the guarantee set forth in Article II or any other Loan Document,
      including, without limitation, any right of subrogation, reimbursement,
      exoneration, contribution or indemnification and any right to participate in
      any
      claim or remedy of any Secured Party against the Borrower, any other Loan Party
      or any other insider guarantor or any Collateral, whether or not such claim,
      remedy or right arises in equity or under contract, statute or common law,
      including, without limitation, the right to take or receive from the Borrower,
      any other Loan Party or any other insider guarantor, directly or indirectly,
      in
      cash or other property or by set-off or in any other manner, payment or security
      on account of such claim, remedy or right, unless and until all of the
      Obligations and all other amounts payable under the guarantee set forth in
      Article II shall have been paid in full in cash, all Letters of Credit and
      all
      Swap Agreements secured hereunder shall have expired or been terminated and
      the
      Commitments shall have expired or been terminated. If any amount shall be paid
      to any Guarantor in violation of the immediately preceding sentence at any
      time
      prior to the latest of (a) the payment in full in cash of the Obligations and
      all other amounts payable under the guarantee set forth in Article II and (b)
      the latest date of expiration or termination of all Letters of Credit and all
      Swap Agreements secured hereunder, such amount shall be received and held in
      trust for the benefit of the Secured Parties, shall be segregated from other
      property and funds of such Guarantor and shall forthwith be paid or delivered
      to
      the Administrative Agent in the same form as so received (with any necessary
      endorsement or assignment) to be credited and applied to the Obligations and
      all
      other amounts payable under the guarantee set forth in Article II, whether
      matured or unmatured, in accordance with the terms of the Loan Documents, or
      to
      be held as Collateral for any Obligations or other amounts payable under such
      guarantee thereafter arising. If (i) any Guarantor shall make payment to any
      Secured Party of all or any part of the Obligations, (ii) all of the Obligations
      and all other amounts payable under the guarantee set forth in Article II shall
      have been paid in full in cash, (iii) the Term Facility Maturity Date shall
      have
      occurred and (iv) all Letters of Credit and all Swap Agreements secured
      hereunder shall

     


    
      
        --

        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    


    have
      expired or been terminated, the Administrative Agent will, at such Guarantor’s
      request and expense, execute and deliver to such Guarantor appropriate
      documents, without recourse and without representation or warranty, necessary
      to
      evidence the transfer by subrogation to such Guarantor of an interest in the
      Obligations resulting from such payment made by such Guarantor pursuant to
      such
      guarantee.

     

    ARTICLE
      VII

     

    MISCELLANEOUS

     

    Section
      7.01. Notices.
      All
      communications and notices hereunder shall (except as otherwise expressly
      permitted herein) be in writing and given as provided in Section 9.01 of the
      Credit Agreement. All communications and notices hereunder to any Subsidiary
      Party shall be given to it in care of the Borrower, with such notice to be
      given
      as provided in Section 9.01 of the Credit Agreement.

     

    Section
      7.02. Security
      Interest Absolute.
      All
      rights of the Administrative 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 Credit
      Agreement, any other Loan 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 Credit Agreement, any other Loan
      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 Administrative Agent and a counterpart hereof shall have been executed
      on
      behalf of the Administrative Agent, and thereafter shall be binding upon such
      party and the Administrative Agent and their respective permitted successors
      and
      assigns, and shall inure to the benefit of such party, the Administrative 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

     


    
      
         

        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    


    (and
      any
      such assignment or transfer shall be void) except as expressly contemplated
      by
      this Agreement or the Credit Agreement. 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 Administrative 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 Administrative
      Agent.

     

    Section
      7.06. Administrative
      Agent’s Fees and Expenses; Indemnification.
      (a)
      The
      parties hereto agree that the Administrative Agent shall be entitled to
      reimbursement of its expenses incurred hereunder as provided in Section 9.05
      of
      the Credit Agreement.

     

    (b) Without
      limitation of its indemnification obligations under the other Loan Documents,
      each Pledgor jointly and severally agrees to indemnify the Administrative Agent
      and the other Indemnitees (as defined in Section 9.05 of the Credit Agreement)
      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 Loan 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 Loans or the use of any Letter of Credit 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
      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 Loan 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 Loan Document, or any investigation made by or on behalf of the
      Administrative Agent or any other Secured Party. All amounts due under this
      Section 7.06 shall be payable on written demand therefor.

     

    Section
      7.07. Administrative
      Agent Appointed Attorney-in-Fact.
      Each
      Pledgor hereby appoints the Administrative 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

     


    
      
        --

        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    


    instrument
      that the Administrative Agent may deem necessary or advisable to accomplish
      the
      purposes hereof, which appointment is irrevocable and coupled with an interest.
      The Administrative 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 Administrative 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 Administrative Agent were the absolute owner of the Collateral
      for
      all purposes; provided,
      that
      nothing herein contained shall be construed as requiring or obligating the
      Administrative Agent to make any commitment or to make any inquiry as to the
      nature or sufficiency of any payment received by the Administrative 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 Administrative 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.

     

    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 Administrative Agent, any Issuing Bank or any Lender
      in
      exercising any right, power or remedy hereunder or under any other Loan 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 Administrative Agent, any Issuing Bank and the Lenders
      hereunder and under the other Loan 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
      Loan 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. Without limiting the generality of the foregoing, the making of a Loan
      or
      the issuance of a Letter of

     


    
      
        --

        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    


    Credit
      shall not be construed as a waiver of any Default or Event of Default,
      regardless of whether the Administrative Agent, any Lender or any Issuing Bank
      may have had notice or knowledge of such Default or Event of Default at the
      time. No notice or demand on any Loan Party in any case shall entitle any Loan
      Party to any other or further notice or demand in similar or other
      circumstances.

     

    (b) Neither
      this Agreement nor any provision hereof may be waived, amended or modified
      except pursuant to an agreement or agreements in writing entered into by the
      Administrative Agent and the Loan Party or Loan Parties with respect to which
      such waiver, amendment or modification is to apply, subject to any consent
      required in accordance with Section 9.08 of the Credit 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 LOAN 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.

     

    Section
      7.11. Severability.
      In the
      event any one or more of the provisions contained in this Agreement or in any
      other Loan 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

     


    
      
        --

        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    


    proceeding
      arising out of or relating to this Agreement or any other Loan 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 Administrative Agent, any Issuing Bank or any Lender may
      otherwise have to bring any action or proceeding relating to this Agreement
      or
      any other Loan 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 Loan 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.

     

    Section
      7.15. Termination
      or Release.
      (a)
      This
      Agreement, the guarantees made herein, the pledges made herein, the Security
      Interest and all other security interests granted hereby shall terminate when
      all the Loan Document Obligations (other than contingent or unliquidated
      obligations or liabilities not then due) have been paid in full in cash or
      immediately available funds and the Lenders have no further commitment to lend
      under the Credit Agreement, the Revolving L/C Exposure has been reduced to
      zero
      and each Issuing Bank has no further obligations to issue Letters of Credit
      under the Credit Agreement.

     

    (b) A
      Subsidiary Party shall automatically be released from its obligations hereunder
      and the security interests in the Collateral of such Subsidiary Party shall
      be
      automatically released upon the consummation of any transaction permitted by
      the
      Credit Agreement as a result of which such Subsidiary Party ceases to be a
      Subsidiary of the Borrower or otherwise ceases to be a Guarantor; provided
      that the
      Required Lenders shall have consented to such transaction (to the extent such
      consent is required by the Credit Agreement) and the terms of such consent
      did
      not provide otherwise.

     

    (c) Upon
      any
      sale or other transfer by any Pledgor of any Collateral that is permitted under
      the Credit Agreement to any person that is not a Pledgor, or upon the
      effectiveness of any written consent to the release of the security interest
      granted hereby in any Collateral pursuant to Section 9.08 of the Credit
      Agreement, the security interest in such Collateral shall be automatically
      released.

     

    (d) In
      connection with any termination or release pursuant to paragraph (a), (b) or
      (c)
      of this Section 7.15, the Administrative Agent shall execute and deliver to
      any
      Pledgor, at such Pledgor’s, expense all documents that such Pledgor shall
      reasonably request to evidence such termination or release; provided, that
      the
      Administrative Agent shall not be required to take any action under this Section
      7.15(d) unless such Pledgor shall have delivered to the Administrative Agent
      together with such request, which may be incorporated into such request, (i)
      a
      reasonably detailed description of the Collateral, which in any event shall
      be
      sufficient to

     


    
      
         

        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    


    effect
      the appropriate termination or release without affecting any other Collateral,
      and (ii) a certificate of a Responsible Officer of the Borrower or such Pledgor
      certifying that the transaction giving rise to such termination or release
      is
      permitted by the Credit Agreement and was consummated in compliance with the
      Loan Documents. Any execution and delivery of documents pursuant to this Section
      7.15 shall be without recourse to or warranty by the Administrative
      Agent.

     

    Section
      7.16. Additional
      Subsidiaries.
      Upon
      execution and delivery by the Administrative Agent and any Subsidiary that
      is
      required to become a party hereto by Section 5.10 of the Credit Agreement 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 Lender and each
      Issuing Bank 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 Lender or such Issuing Bank 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 Lender or such Issuing Bank, irrespective of whether or not such
      Lender or such Issuing Bank shall have made any demand under this Agreement
      and
      although such obligations may be unmatured. The rights of each Lender under
      this
      Section 7.17 are in addition to other rights and remedies (including other
      rights of set-off) that such Lender or such Issuing Bank may have. 

     

    [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:

    


    


    


    BERRY
      PLASTICS GROUP, INC. 

    


    By:_________________________________

       Name:

       Title:


    
      
         

        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    


    Upon
      the
      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 III

    Berry
      Plastics Acquisition V

    Berry
      Plastics Acquisition VII

    Berry
      Plastics Acquisition VIII

    Berry
      Plastics Acquisition IX

    Berry
      Plastics Acquisition X

    Berry
      Plastics Acquisition XI

    Berry
      Plastics Acquisition XII

    Berry
      Plastics Acquisition XIII

    Kerry
      Group, Inc.

    Saffron
      Acquisition Corp.

    Sun
      Coast
      Industries, Inc.

    Berry
      Plastics Acquisition Corporation XV, LLC

    Setco,
      LLC

    Tubed
      Products, LLC

    


    


    By:_______________________________________

       Name:

       Title:


    
      
        --

        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    


    CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH

    as
      Administrative Agent

    


    


    By:_________________________________________

       Name:

       Title:

    


     


    
      
        
          


        

        
        

      

      
        -37-

        
          

        

      

      
        
        

        
          


        

      

    



    Exhibit
      I

    to
      Guarantee and

    Collateral
      Agreement

     

    SUPPLEMENT
      NO. ______ dated as of _____________ (this “Supplement”),
      to
      the Guarantee and Collateral Agreement dated as of September 20, 2006 (the
      “Guarantee
      and Collateral Agreement”),
      among
      BERRY PLASTICS GROUP, INC. (formerly known as BPC Holding Acquisition Corp.),
      a
      Delaware corporation (“Holdings”),
      BPC
      HOLDING CORPORATION (as the surviving entity of the merger on the Closing Date
      between BPC Acquisition Corp. and BPC Holding Corporation), a Delaware
      corporation (the “Borrower”),
      each
      Subsidiary of the Borrower identified herein as a party (each, a “Subsidiary
      Party”)
      and
      CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent and collateral
      agent (in such capacities, the “Administrative
      Agent”)
      for
      the Secured Parties (as defined in the Guarantee and Collateral
      Agreement).

     

    A. Reference
      is made to the Credit Agreement dated as of September 20, 2006 (as amended,
      restated, supplemented, waived or otherwise modified from time to time, the
      “Credit
      Agreement”),
      among
      Holdings, the Borrower, the LENDERS party thereto from time to time, CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent
      for
      the Lenders, CITICORP NORTH AMERICA, INC., as syndication agent (in such
      capacity, the “Syndication
      Agent”),
      and
      DEUTSCHE BANK SECURITIES INC. and J.P. MORGAN SECURITIES INC., as
      co-documentation agents (in such capacities, the “Documentation
      Agents”).

     

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

     

    C. The
      Pledgors have entered into the Guarantee and Collateral Agreement in order
      to
      induce the Lenders to make Loans and each Issuing Bank to issue Letters of
      Credit. Section 7.16 of the Guarantee and Collateral Agreement provides that
      additional Subsidiaries may become Subsidiary Parties under the Guarantee and
      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 Credit
      Agreement to become a Subsidiary Party under the Guarantee and Collateral
      Agreement in order to induce the Lenders to make additional Loans and each
      Issuing Bank to issue additional Letters of Credit and as consideration for
      Loans previously made and Letters of Credit previously issued.

     

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

     

    SECTION
      1. In
      accordance with Section 7.16 of the Guarantee and Collateral Agreement, the
      New
      Subsidiary by its signature below becomes a Subsidiary Party, a Guarantor and
      a
      Pledgor under the Guarantee and Collateral Agreement with the same force and
      effect as if originally named therein as a Subsidiary Party, a Guarantor and
      a
      Pledgor, and the New Subsidiary hereby (a) agrees to all the terms and
      provisions of the Guarantee and Collateral Agreement applicable to it as a
      Subsidiary Party, a Guarantor and a Pledgor thereunder and (b)

     


    
      
         

        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    


    represents
      and warrants that the representations and warranties made by it as a Guarantor
      and 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 Guarantee and Collateral Agreement), does hereby create and grant to
      the
      Administrative Agent, for the ratable 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 Guarantee and Collateral Agreement)
      of
      the New Subsidiary. Each reference to a “Subsidiary Party” or a “Guarantor” a
“Pledgor” in the Guarantee and Collateral Agreement shall be deemed to include
      the New Subsidiary. The Guarantee and Collateral Agreement is hereby
      incorporated herein by reference.

     

    SECTION
      2. The
      New
      Subsidiary represents and warrants to the Administrative 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 Administrative
      Agent shall have received a counterpart of this Supplement that bears the
      signature of the New Subsidiary and (b) the Administrative 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, (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 Guarantee and 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
      Guarantee and 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.

     


    
      
         

        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    


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

     

    SECTION
      9. The
      New
      Subsidiary agrees to reimburse the Administrative 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
      Administrative Agent.

     

    IN
      WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly
      executed this Supplement to the Guarantee and 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:

     

    CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent

     

     

    By:________________________________________

       Name:

       Title:

    


     

    


     

     

     

    
      
        
        

      

      
        I-3