(d) “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation)as in effect in any applicable jurisdiction.     (e) Unless otherwise defined in this Agreement or in the Credit Agreement, terms defined inArticle 8 or 9 of the UCC are used in this Agreement as such terms are defined in such Article 8 or9.     Section 2. Grant of Security Interest. To secure the due and prompt payment andperformance by the Grantor of the Obligations (as defined below), the Grantor hereby pledges,charges, assigns and grants to the Agent, for itself and for the benefit of the other SecuredParties, a continuing security interest in and valid Lien upon all of the Grantor’s right, titleand interest in and to the following, in each case, as to each type of property described below,whether now owned or hereafter acquired by the Grantor, wherever located and whether now orhereafter existing or arising, **to the extent and only to the extent such property is attributableto Media Assets**(collectively, the “Collateral”):     (a) all license agreements, media rights agreements, distribution agreements, contentagreements, program agreements, broadcast agreements, syndication agreements, simulcast agreements,transmission agreements, and similar agreements with respect to television (including analogueterrestrial, digital terrestrial, cable, satellite, internet and mobile wireless) operations in thePRC, including, without limitation those contracts, agreements and documents described onSchedule X hereto;     (b) the following (collectively, the “Security Collateral”):     (i) (A) all Capital Stock of whatever class of any Media Company (including (x) theCapital Stock set forth on and as otherwise described on Schedule I hereto andissued by the Media Company named therein and (y) all additional Capital Stock of any MediaCompany acquired by the Grantor),(B)  the certificates and instruments, if any, representingor evidencing the same and (D) all dividends, distributions, return of capital, interest,distributions, value, cash, instruments and other property from time to time received,receivable or otherwise distributed in respect of or in exchange for any or all of suchCapital Stock and all subscription warrants, rights and options issued thereon or withrespect thereto (collectively, the “Pledged Equity”);     (ii) the indebtedness owed to the Grantor (including (A) the indebtedness set forth onSchedule II hereto and issued by the obligors named therein and (B) all additionalindebtedness from time to time owed to the Grantor), and the instruments, if any, evidencingsuch indebtedness, and all interest, cash, instruments and other property from time to timereceived, receivable or otherwise distributed in respect of or in exchange for any or all ofsuch indebtedness (collectively, the “Pledged Debt”);     (c) all accounts, chattel paper (including, without limitation, tangible chattel paper andelectronic chattel paper), instruments (including, without limitation, promissory notes), depositaccounts, letter-of-credit rights and general intangibles (as such term is defined in the UCC andincluding, without limitation, payment intangibles), and other obligations of any kind, whether ornot arising out of or in connection with the sale, lease, license or assignment of goods
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or the rendering of services and whether or not earned by performance, and all rights now orhereafter existing in and to all supporting obligations and in and to all security agreement,mortgages, Liens, leases, letters of credit and other contracts securing or otherwise relating tothe foregoing property (collectively, the “Receivables”);     (d) the following (collectively, the “Intellectual Property Collateral”):     (i) all United States, international and foreign patent, patent application, utilitymodels, and statutory invention registrations, including, without limitation, the patentsand patent applications set forth in Schedule III hereto (as suchSchedule III may be supplemented from time to time by supplements to this Agreement(each, an “IP Security Agreement Supplement”), executed and delivered by the Grantorto the Agent from time to time), together with all reissues, divisions, continuations,continuations-in-part, extensions and reexaminations thereof, all inventions therein, allrights therein provided by international treaties or conventions and all improvementsthereto, and all other rights of any kind whatsoever of the Grantor accruing thereunder orpertaining thereto (collectively, the “Patents”);     (ii) all trademarks (including, without limitation, service marks), certificationmarks, collective marks, trade dress, logos, internet domain names, product configurations,trade names, business names, corporate names and other source identifiers, whether or notregistered, whether currently in use or not, including, without limitation, all common lawrights and registrations and application for registration thereof, including, withoutlimitation, the trademark registrations and trademark applications set forth in ScheduleIV hereto (as such Schedule IV may be supplemented form time to time by IPSecurity Agreement Supplements executed and delivered by the Grantor to the Agent from timeto time), and all other marks registered in the U.S. Patent and Trademark Office or in anyoffice or agency of any state or territory of the United States or any foreign country (butexcluding any United States intent-to-use trademark application prior to the filing andacceptance of a Statement of Use or an Amendment to allege use in connection therewith tothe extent that a valid security interest may not be taken in such an intent-to-use-trademark application under applicable law), and all rights therein provided byinternational treaties or conventions, all renewals of any of the foregoing, together ineach case with the goodwill of the business connected therewith and symbolized thereby, andall rights corresponding thereto throughout the world and all other rights of any kindwhatsoever of the Grantor accruing thereunder or pertaining thereto (collectively, the“Trademarks”);     (iii) all copyrights, copyright applications, copyright registrations and likeprotections in each work of authorship, whether statutory or common law, whether publishedor unpublished, any renewals or extensions thereof, all copyrights of works based on,incorporated in, derived from, or relating to works covered by such copyrights, including,without limitation, the copyright registrations and copyright applications set forth inSchedule V hereto (as such Schedule V may be supplemented from time to timeby IP Security Agreement Supplements executed and delivered by the Grantor to the Agent fromtime to time), together with all rights corresponding thereto throughout the
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world and all other rights of any kind whatsoever of the Grantor accruing thereunder orpertaining thereto (collectively, the “Copyrights”);     (iv) all proprietary information, including, without limitation, know-how, tradesecrets, manufacturing and production processes and techniques, inventions, research anddevelopment information, technical data, plans, blueprints, designs, models, recordedknowledge, surveys, architectural, structural, mechanical and engineering plans andspecifications, studies, reports and drawing, test reports, manuals, financial, marketingand business data, pricing and cost information, business and marketing plans and customerand supplier lists and information (collectively, the “Trade Secrets”);     (v) all software, including, without limitation, computer software programs anddatabases (including, without limitation, source code, object code and all relatedapplications and data files), firmware, and documentations and materials relating thereto,and all rights with respect to the foregoing, together with any and all options, warranties,service contracts, program services, test rights, maintenance rights, improvement rights,renewal rights and indemnifications and any substitutions, replacements, additions or modelconversions of any of the foregoing (collectively, the “Computer Software”);     (vi) all names, including, without limitation, combinations of words and abbreviations,that represent a uniquely identifiable internet protocol address of a World Wide Webinternet location and all registrations thereof, including, without limitation, those namesset forth on Schedule VI hereto (as such Schedule VI may be supplementedfrom time to time by IP Security Agreement Supplements executed and delivered by the Grantorto the Agent from time to time), together with all rights corresponding thereto throughoutthe world and all other rights of any kind whatsoever of the Grantor accruing thereunder orpertaining thereto (collectively, the “Domain Names”);     (vii) all license agreements, permits, authorizations and franchises, whether withrespect to the Patents, Trademarks, Copyrights, Trade Secrets, Computer Software or DomainNames, or with respect to the patents, trademarks, copyrights, trade secrets, computersoftware or other proprietary right of any other Person, and all income, royalties and otherpayments now or hereafter due and/or payable to the Grantor with respect thereto, subject,in each case, to the terms of such license agreements, permits, authorizations andfranchises, including, without limitation, those licenses set forth on Schedule IX(collectively, the “Licenses”); provided, however, that to theextent that the consent of any other party to any of the Licenses is required, under theterms thereof, for the collateral assignment thereof, then this Agreement shall not affectany collateral assignment of (or otherwise be applied so as to cause a default under) suchLicenses;     (viii) any and all claims for damages for past, present and future infringement,misappropriation or breach with respect to the Patents, Trademarks, Copyrights, TradeSecrets, Computer Software, Domain Names or Licenses, with the right, but not theobligation, to sue for and collect, or otherwise recover, such damages; and     (ix) any and all other Intellectual Property.
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     (e) all commercial tort claims described in Schedule VII hereto (collectively, the“Commercial Tort Claims”);     (f) all books and records (including, without limitation, customer lists, credit files,computer programs, software, printouts and other computer materials and records) of the Grantorpertaining to any of the Collateral; and     (g) all proceeds (as such term is defined in the UCC), products, offspring, rents, profits,royalties, revenues, issues, income, benefits, accessions, additions, substitutions andreplacements of and to any of the property of the Grantor described in the preceding clause (a)through (e) of this Section (including, without limitation, all causes of action, claims,warranties and guaranties now or hereafter held by the Grantor in respect of any of the itemslisted above).     Notwithstanding anything to the contrary contained herein, in no event shall the Collateralinclude or the security interest granted under Section 2 hereof attach to (a) any lease, license,contract, property right or agreement to which the Grantor is a party or any of its rights orinterests thereunder if and for so long as the grant of such security interest shall constitute orresult in (i) the abandonment, invalidation or unenforceability of any right, title or interest ofthe Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a defaultunder, any such lease, license, contract property right or agreement (other than to the extent thatany such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 ofthe UCC (or any successor provision or provisions) or any relevant jurisdiction or any otherapplicable law (including the Bankruptcy Code) or principles of equity), provided,however, that the Collateral shall include and such security interest shall attachimmediately at such time as the condition causing such abandonment, invalidation orunenforceability shall be remedied and to the extent severable, shall attach immediately to anyportion of such lease, license, contract, property right or agreement that does not result in anyof the consequences specified in clauses (i) or (ii) above and the foregoing exclusion shall in noway be construed so as to limit, impair or otherwise affect the Agent’s continuing securityinterest in and Liens upon any rights or interests of the Grantor in or to monies due or to becomedue under any such lease, license, contract, property right or agreement; or (b) any outstandingCapital Stock of a Subsidiary organized under the laws of the PRC; provided thatimmediately upon (i) an amendment of the laws of the PRC which allows the pledge of Capital Stockof a Person organized under the laws of the PRC without the consent of any Governmental Body of thePRC or (ii) obtaining such consent from a Governmental Body of the PRC, the Collateral shallinclude, and the security interest granted by the Grantor shall attach to, such Capital Stock of aSubsidiary organized under the laws of the PRC.     Section 3. Obligations Secured. The Collateral hereunder constitutes and willconstitute continuing security for all of the indebtedness, obligations and liabilities of theCredit Parties to the Agent and/or the Lenders and their permitted successors and assigns under theCredit Agreement and the other Credit Documents, in each case as such instrument is originallyexecuted on the date hereof or as modified, amended, restated, supplemented, increased or extendedhereafter, whether such obligations are now existing or hereafter arising, direct or indirect,absolute or contingent, due or to become due whether at stated maturity, by required prepayment,declaration, acceleration, demand or otherwise (including the payment of amounts that would becomedue but for the operation of the automatic stay under Section 362(a) of the
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Bankruptcy Code), matured or unmatured, liquidated or unliquidated, arising by contract,operation of law or otherwise, whether for principal, interest (including interest which, but forthe filing of a petition in bankruptcy with respect to each Credit Party, would have accrued on anyobligation, whether or not a claim is allowed against such Credit Party for such interest in therelated bankruptcy proceeding), fees, expenses, indemnification or otherwise and all obligations ofeach Credit Party to the Agent and/or the Lenders arising out of any extension, increase,refinancing or refunding of any of the foregoing obligations (collectively, the“Obligations”).     Section 4. Grantor Remain Liable. Anything herein to the contrary notwithstanding,(a) the Grantor shall remain liable under the contracts and agreements included in the Collateralto the extent set forth therein to perform all of its duties and obligations thereunder to the sameextent as if this Agreement had not been executed, (b) the exercise by the Agent of any of therights hereunder shall not release the Grantor from any of its duties or obligations under thecontracts and agreements included in the Collateral and (c) neither the Agent nor any Lender shallhave any obligation or liability under the contracts and agreements included in the Collateral byreason of this Agreement or any other Credit Document and (d) neither the Agent nor any Lender beobligated to perform any of the obligations or duties of the Grantor thereunder or to take anyaction to collect or enforce any claim for payment assigned hereunder.     Section 5. Pro Rata Security; Application of Proceeds of Collateral. All amountsowing with respect to the Obligations shall be secured pro rata by the Collateral withoutdistinction as to whether some Obligations are then due and payable and other Obligations are notthen due and payable. Upon any realization upon the Collateral by the Agent and/or the Lenders,whether by receipt of insurance proceeds pursuant to Section 6(d) hereof or upon foreclosure andsale of all or part of the Collateral pursuant to Section 11 hereof or otherwise, the Grantor, theAgent and the Lenders agree that the proceeds thereof shall be applied (i) first, to thepayment of expenses incurred with respect to maintenance and protection of the Collateral and ofexpenses incurred pursuant to Section 15 hereof with respect to the sale of or realization upon anyof the Collateral or the perfection, enforcement or protection of the rights of the Agent and/orthe Lenders (including reasonable attorneys’ fees and expenses of every kind), (ii) second,to all amounts of interest, expenses and fees outstanding which constitute the Obligations;(iii) third, to all amounts of principal outstanding under the Obligations; and(iv) fourth, any proceeds remaining after the repayment of all of the Obligations to bepaid over to the Grantor or such other Person or Persons as may be entitled thereto. The Grantorshall remain liable for any deficiency remaining unpaid after the application of proceeds inaccordance with the foregoing provisions. The Grantor agrees that all amounts received withrespect to any of the Obligations, whether by realization on the Collateral or otherwise, shall beapplied to the payment of the Obligations in accordance with the provisions of this Section 5.     Section 6. Representations and Covenants of the Grantor.     (a) Location of Chief Executive Offices; Domicile; Organizational IdentificationNumber. The Grantor represents that set forth on Schedule VIII are (i) the location ofits chief executive office and the location where its books and records are kept, (ii) thejurisdiction of its organization or formation, (iii) its organizational identification number (ifany), (iv) a true and correct list of all localities where the property of the Grantor comprisingthe Collateral is located.
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The Grantor agrees that it will not change its name, organizational identification number (ifany), the jurisdiction of its organization or the location of its chief executive office or thelocation where its books and records are kept without providing at least thirty (30) days’ priorwritten notice to the Agent.     (b) Ownership of Collateral.     (i) The Grantor represents that it is the owner of the Collateral free from any adverseLien, security interest or encumbrance, except as expressly permitted by the CreditAgreement. No effective financing statement or other instrument similar in effect coveringall or any part of such Collateral or listing the Grantor or any trade name of the Grantoras debtor is on file in any recording office (including, without limitation, the UnitedStates Patent and Trademark Office and the United States Copyright Office), except such asmay have been filed in favor of the Agent relating to the Credit Documents or as otherwisepermitted under the Credit Agreement.     (ii) Except for the security interests herein granted and except as expressly permittedby Section 6.1(b) of the Credit Agreement, the Grantor shall be the owner of the Collateralfree of any Liens, charges or other encumbrances, and the Grantor shall defend the sameagainst all claims and demands of all Persons at any time claiming the same or any interesttherein adverse to the Agent and/or the Lenders. Except as otherwise expressly permitted bythe Credit Agreement, the Grantor shall not pledge, mortgage or create or suffer to exist asecurity interest in, Lien on or charge against the Collateral (other than the PermittedLiens) of the Grantor in favor of any Person other than the Agent and the Lenders.     (c) Transfers and Other Liens. The Grantor agrees that it will not (i) sell or offerto sell, assign or otherwise transfer, or grant any option with respect to, the Collateral, anyportion thereof, or any interest therein except as expressly permitted by the Credit Agreement or(ii) create or suffer to exist any Lien or charge upon or with respect to any of the Collateral ofthe Grantor except for the pledge, assignment and security interest created under this Agreementand the Permitted Liens.     (d) Insurance. The Grantor shall have and maintain at all times with respect to theCollateral such insurance as is required by the Credit Agreement.     (e) Maintenance of Collateral. The Grantor shall keep the Collateral in good orderand repair, ordinary and reasonable wear and tear excepted, and will not use the same in violationof law or any policy of insurance thereon. The Agent and any Lender may inspect the Collateral atany reasonable time, wherever located. Except as otherwise provided in the Credit Agreement, theGrantor shall pay promptly when due all taxes and assessments upon the Collateral or for its use oroperation or upon this Agreement. In its discretion, the Agent may discharge taxes and otherencumbrances at any time levied or placed on the Collateral, which remain unpaid in violation ofthe Credit Agreement, make repairs thereof and pay any necessary filing fees incurred in connectionwith the perfection, protection or enforcement of Agent’s rights hereunder. The Grantor agrees toreimburse the Agent on demand for any and all expenditures so made, and until paid, the amountthereof shall be a debt secured by the Collateral. The Agent
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shall have no obligation to the Grantor to make any such expenditures, nor shall the makingthereof relieve the Grantor of any default.     (f) Creation and Perfection of Lien. The Grantor represents and warrants to the Agentand the Lenders and covenants with the Agent and the Lenders that this Agreement creates a validLien and charge upon and security interest in the Collateral as security for the payment andperformance of the Obligations, subject to no other encumbrances, charges, security interests orLiens other than Permitted Liens. Upon (i) the filing of UCC-l financing statements in the formattached hereto as Exhibit A (the “Financing Statement”) (A) in the jurisdiction oforganization of the Grantor under the UCC or (B) if the Grantor is a Person organized outside ofthe United States of America, in Washington D.C., against the Grantor as the same may be in effectfrom time to time in the jurisdiction of organization of the Grantor, (ii) the taking of possessionby the Agent of any certificates constituting the Security Collateral, to the extent such SecurityCollateral are represented by certificates, together with undated powers endorsed in blank by theGrantor, in each case naming the Grantor as debtor and the Agent, for itself and for the benefit ofthe Lenders, as secured party, (iii) with respect to the Accounts, delivery of account controlagreements in favor of the Agent and notice and agreement of the depository bank to be bound by theterms thereof, (iv) the filing of the Intellectual Property Security Agreement in the form attachedhereto as Exhibit B with the United States Patent and Trademark Office and the UnitedStates Copyright Office, as applicable, and (v) all other filings required under the laws of thejurisdiction of organization of the Grantor, including the entering of the Lien of the Agent in theregister of members or the share register of the entity whose equity is being pledged in accordancewith the constitutive documents of such entity and the laws of the jurisdiction of organization ofsuch entity and the registration of the charge against each Grantor’s assets in the appropriateoffice of the jurisdiction of organization of the Grantor, all filings, assignments, pledges anddeposits of documents or instruments will have been made and all other actions will have been takenthat are necessary or advisable, under applicable law, to establish and perfect the Agent’ssecurity interest, Lien and charge for itself and for the benefit of the Lenders in such of theCollateral as to which a security interest may be perfected by filing or possession under the UCCand under the laws of the jurisdiction of organization of the Grantor, and such security interest,Lien and charge shall remain senior and prior to all other Liens, except for Permitted Liens. Nofurther filings, recordings or other actions are or will be necessary to maintain the priority ofsuch security interest with respect to such Collateral other than the filing of UCC continuationstatements within six months prior to the expiration of a period of five years after the originalfiling and any amendments that may be required from time to time to maintain the validity and/orsufficiency of such filing under the UCC and under the laws of the jurisdiction of organization ofthe Grantor. The Collateral and the Agent’s and Lenders’ rights with respect to the Collateral arenot subject to any setoff, claims, withholdings or other defenses.     (g) No Further Actions. Except for the filings and agreements referred to inparagraph (f) above, no consent, authorization, approval or other action by, and no notice offiling with, any governmental authority or regulatory body or other Person that has not beenreceived, taken or made is required (i) for the grant by the Grantor of the security interestgranted hereby or for the execution, delivery or performance of this Agreement by the Grantor,(ii) for the perfection and maintenance of the security interest referred to in paragraph (f) above(including the first priority nature of such security interest) to the extent such securityinterest
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may be perfected by such filings or possession referred to in paragraph (f) above, or(iii) for the exercise by the Agent and/or the Lenders of the rights or the remedies in respect ofthe Collateral pursuant to this Agreement.     (h) Accounts Receivable. The Grantor shall keep or cause to be kept separate recordsof accounts which are complete and accurate in all material respects, and from time to time uponthe request of the Agent, at reasonable intervals and upon reasonable notice, shall deliver to theAgent and the Lenders a list of the names, addresses, face value, and dates of invoices for eachdebtor obligated on an account receivable (which records may be provided in an electronic formatreasonably acceptable to the Agent); provided, however, that except after theoccurrence of an Event of Default and during the continuation thereof, neither the Agent nor anyLender shall contact the Grantor’s account debtors without five (5) Business Days’ written noticeto the Grantor.     (i) Government Contracts. The Grantor agrees that, at the request of the Agent, itshall execute all such documents, and take all such actions, as such Person shall reasonablydetermine to be necessary or appropriate from time to time under the Federal Assignment of ClaimsAct of 1940, as amended, and any other applicable non-U.S. Regulation in order to confirm andassure to the Agent its rights under this Agreement with respect to any and all Collateralconsisting of the Grantor’s rights to monies due or to become due under any contracts or agreementswith or orders from the United States or any foreign Governmental Body, the assignment of which isnot prohibited by such contract or agreement.     (j) Delivery of Certificated Security Collateral. The Grantor represents that, as ofthe Closing Date, all certificates evidencing any Security Collateral to be delivered hereunderhave been delivered to the Agent. The Grantor agrees that it shall forthwith deliver and pledgeto, and grant a charge against in favor of the Agent, for itself and for the benefit of theLenders, all certificates representing securities which it shall acquire on or after the datehereof, whether by purchase, stock dividend, distribution of capital or otherwise, along with stockpowers or other appropriate instruments of assignment with respect thereto, duly executed in blank.     (k) Cooperation. The Grantor agrees, after the occurrence and during the continuanceof an Event of Default, to take any actions that the Agent and/or the Required Lenders mayreasonably request in order to enable the Agent and the Lenders to obtain and enjoy the full rightsand benefits granted to them by the Credit Agreement and the other Credit Documents. The Grantorfurther consents, after the occurrence and during the continuance of an Event of Default, to thetransfer of control or assignment of all or any portion of the Collateral to a receiver, trustee,transferee, or similar official or to any purchaser of the Collateral pursuant to any public orprivate sale, judicial sale, foreclosure or exercise of other remedies available to the Agentand/or the Lenders as permitted by the Credit Documents, applicable law or otherwise, subject tothe receipt of any required Governmental Approvals.     (l) Access to Books and Records and the Collateral. The Grantor shall permit theAgent’s representatives to have access to its books and records and the Collateral from time totime (which shall be (i) during regular business hours provided that there is not then a Default orEvent of Default that has occurred and is continuing and (ii) at any time if a Default or Event ofDefault has occurred and is continuing), as requested by such Person, for purposes of
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examination, verification, inspection, and appraisal thereof and/or any other purposepermitted by the Credit Documents. Except after the occurrence of a Default or an Event ofDefault, the Agent shall give the Grantor at least one Business Day’s telephonic notice beforeexercising the rights granted in the preceding sentence.     (m) Intellectual Property. As to the Grantor’s Intellectual Property Collateral:     (i) Grantor’s Rights. The rights of the Grantor in or to any materialIntellectual Property Collateral do not conflict with, misappropriate or infringe theintellectual property rights or any third party, and no claim has been asserted that the useof such Intellectual Property Collateral does or may infringe the intellectual propertyrights of any third party.     (ii) Ownership. Without limiting the generality of Section 6(b), the Grantoris the exclusive owner of the entire and unencumbered right, title and interest in and toany material Intellectual Property Collateral and is entitled to use all such IntellectualProperty Collateral without limitation, subject only to the license terms of the Licenses.     (iii) Identification of Intellectual Property Collateral. Set forth onSchedule III hereto is a complete and accurate list of all Intellectual PropertyCollateral consisting of the patents and patent applications owned by the Grantor. Setforth on Schedule IV hereto is a complete and accurate list of all IntellectualProperty Collateral consisting of the trademark and service mark registrations, alltrademark and service mark applications and all other material trademarks service marks,trade names and other indicia of origin owned by the Grantor. Set forth on ScheduleV hereto is a complete and accurate list of all copyright registration, copyrightapplications and all material common law copyrights and works of authorship owned by theGrantor. Set forth on Schedule VI hereto is a complete and accurate list of allIntellectual Property Collateral consisting of the internet domain names and all internetdomain name registrations owned by the Grantor. The Grantor has made all necessary filingsand recordations to protect and maintain its interest in the patents, patent applications,trademark and service mark recordations, material trademarks, service marks, trade names andother indicia of origin, copyright registrations and copyrights applications, materialcommon law copyrights and works of authorship, internet domain names, interest domain nameregistrations and Licenses set forth on Schedules III, IV, V and VI hereto(collectively, the “Scheduled IP Assets”).     (iv) Validity of Intellectual Property Collateral. Each of the Scheduled IPAssets (except for Licenses, which are addressed below) is subsisting and has not beenadjudged invalid, unregisterable or unenforceable, in whole or in part, and is valid andenforceable. Each License of the Grantor is, to the best of the Grantor’s Knowledge,subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and is,to the best of the Grantor’s Knowledge, valid and enforceable. The Grantor is not aware ofany uses of any item of Intellectual Property Collateral which would be expected to lead tosuch item becoming invalid or unenforceable, including unauthorized uses by third partiesand uses which were not supported by the goodwill of the business connected with suchIntellectual Property Collateral.
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     (v) Proper Notice. The Grantor has used the applicable U.S. and non-U.S.proper statutory notice in connection with its use of the patents, registered trademarks andservice marks, and copyrights and internet domain names set forth on Schedules III, IV,V and VI.     (vi) No Outstanding Claims. No claim has been made, continuing or, to theGrantor’s Knowledge, threatened to or by the Grantor, that any items of IntellectualProperty Collateral is invalid or unenforceable or that the use by the Grantor of anyIntellectual Property Collateral does or may violate the rights of any Person. There iscurrently no infringement or unauthorized use of any item of Intellectual PropertyCollateral. There is currently no use of Intellectual Property Collateral that violates therights of any Person.     (vii) Quality Control. The Grantor has taken all reasonable steps to useconsistent standards of quality in the manufacture, distribution and sale of all productssold and the provision of all services provided under or in connection with any of theIntellectual Property Collateral, and has taken all commercially reasonable steps to ensurethat all licensed users of any of the Intellectual Property Collateral, use such consistentstandards of quality.     Section 7. Covenants and Further Assurances Regarding Intellectual PropertyCollateral.     (a) The Grantor agrees that it shall not (i) sell, assign (by operation of applicable U.S. andnon-U.S. law or otherwise), transfer or otherwise dispose of, or grant any option with respect to,any of the Intellectual Property Collateral, or any portion thereof, or any interest therein,except as expressly permitted by the Credit Agreement, or (ii) create or suffer to exist any Lienupon or with respect to any of the Intellectual Property Collateral, except for the pledge,assignment and security interest created by this Agreement and except for Permitted Liens.     (b) Without limiting the generality of Section 7(a) above, the Grantor will, upon thereasonable request of the Agent, with respect to the Intellectual Property Collateral, execute andfile such financing or continuation statements, or amendments thereto, and such other instrumentsor notices, as may be reasonably necessary, or as the Agent may reasonably request, in order toperfect and preserve under both applicable U.S. and non-U.S. Regulations the pledge, assignment,Lien, priority and security interest granted or purported to be granted hereby, including, withoutlimitation, one or more Intellectual Property Security Agreements in substantially the formattached hereto as Exhibit B, and any updates or amendments of any such agreements.     (c) The Grantor will furnish to the Agent from time to time statements and schedules furtheridentifying and describing the Intellectual Property Collateral and such other reports inconnection with the Intellectual Property Collateral as the Agent may reasonably request, all inreasonable detail.     (d) The Grantor acknowledges and agrees that, if it obtains an ownership interest in anypatent, patent application, patentable invention, trademark, service mark, trade name, trade dress,other indicia of trade origin, trademark or service mark registration, trademark or service
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mark application, copyright, copyright registration, copyright application, work ofauthorship, internet domain name, internet domain name registration or any interest in a License orother intellectual property, which is not now a part of the Intellectual Property Collateral (the“New IP Collateral”), (i) the provisions of Section 2 will automatically apply thereto, and(ii) any such New IP Collateral (together with the goodwill of the business connected with the useof any trademark, service mark, trade name, trade dress, other indicia of trade origin andsymbolized by same that is included in the New IP Collateral) will automatically become part of theIntellectual Property Collateral; provided, however, that to the extent the consentof any other party to any such License is required, under the terms thereof, for the collateralassignment thereof, then this Agreement shall not affect any collateral assignment of (or otherwisebe applied so as to cause a default under) such License for so long as (but only for so long as)such consent would be required and has not been obtained, but the foregoing shall in no way beconstrued so as to limit, impair or otherwise affect the Agent’s security interest and Lien uponany rights or interests of the Grantor in or to monies due or to become due under such License.The Grantor authorizes the Agent to modify this Agreement by amending Schedules III, IV, V andVI hereto (and shall cooperate with the Agent in effecting any such amendment) to include anypatent, patent application, trademark or service mark registration, trademark or service markapplication, material trademark, service mark, trade name and other indicia of origin, copyrightregistration and copyright application, material common law copyright and work of authorship,internet domain name, internet domain name registration, License or other New IP Collateral whichbecomes part of the Intellectual Property Collateral.     (e) With respect to each material patent, patent application, trademark or service markregistration, trademark or service mark application, copyright registration or copyrightapplication, internet domain name or internet domain name registration set forth in ScheduleIII, IV, V or VI hereto (as amended from time to time), the Grantor agrees to take allreasonably necessary steps, including, without limitation, in the United States Patent andTrademark Office and the United States Copyright Office, in any court and in any applicable foreignjurisdiction, to (i) maintain each such patent, trademark or service mark registration, copyrightregistration, internet domain name registration and (ii) pursue each such patent application,trademark or service mark application and copyright application now or hereafter included in theIntellectual Property Collateral, including, without limitation, the filing of responses to officeactions issued by the United States Patent and Trademark Office, the filing of affidavits underSections 8 and 15 of the United States Trademark Act, the filing of divisional, continuation,continuation-in-part and substitute applications, the filing of applications for re-issue, renewalor extensions, the payment of maintenance fees, and the participation in interference,reexamination, opposition, cancellation, infringement and misappropriation proceedings. TheGrantor agrees to take corresponding steps under applicable U.S. and non-U.S. Regulations withrespect to each new or acquired material patent, patent application, trademark or service markregistration, trademark or service mark application, material trademark, service mark, trade nameand other indicia of origin, copyright registration and copyright application, material common lawcopyright, work of authorship, internet domain name and internet domain name registration, to whichit is now or later becomes entitled. Any and all expenses incurred in connection with suchactivities will be borne by the Grantor. The Grantor shall not discontinue use of or otherwiseabandon any patent, patent application, trademark or service mark registration, material trademark,service mark, trade name and other indicia of origin, copyright registration and copyrightapplication, material common law copyright, work of authorship, internet domain name and interestdomain name
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registration now or hereafter included in the Intellectual Property Collateral, unless theGrantor shall have first (x) determined in its sound and reasonable business judgment that such useor pursuit or maintenance of same is no longer desirable in the conduct of the Grantor’s businessand that such Intellectual Property Collateral is not material to the Grantor’s business,(y) provided the Agent written notice of its intent to abandon or discontinue, and (z) obtained theexpress prior written consent of the Required Lenders.     (f) The Grantor agrees to notify the Agent promptly and in writing if it learns (i) that anyitem of material Intellectual Property Collateral has been determined to have become abandoned ordedicated to the public, (ii) of the institution of any proceeding by or against the Grantor(including, without limitation, the institution of any proceeding in the United States Patent andTrademark Office, the Copyright Office, any court or any foreign jurisdiction) regarding anyinfringement or unauthorized use of (or similar claim with respect to) an item of materialIntellectual Property Collateral, or (iii) of any adverse determination in any such proceeding.     (g) In the event that any item of material Intellectual Property Collateral is infringed ormisappropriated by a third party, the Grantor shall promptly notify the Agent and will take suchactions as the Grantor or, following the occurrence and during the continuance of a Default of anEvent of Default, the Agent deems reasonable and appropriate under the circumstances to protectsuch Intellectual Property Collateral, including, without limitation, suing for infringement ormisappropriation and for an injunction against such infringement or misappropriation. Any expenseincurred in connection with such activities will be borne by the Grantor.     (h) The Grantor shall use the applicable U.S. and non-U.S. proper statutory notice inconnection with its use of each of its patents, registered trademarks and service marks, copyrightsand internet domain names contained in Schedule III, IV, V or VI.     Section 8. Securities as Collateral.     (a) Upon the occurrence and during the continuance of an Event of Default, the Agent may atany time, at its option, transfer to itself or any nominee any securities constituting Collateral,receive any income thereon and hold such income as additional Collateral or apply it to theObligations. If the Agent so elects to exercise its right herein and gives notice of such electionto the Grantor, upon the occurrence and during the continuance of an Event of Default to the extentpermitted under applicable U.S. and non-U.S. law, the Agent may vote any or all of the securitiesconstituting Collateral possessing voting rights (whether or not the same shall have beentransferred into its name or the name of its nominee or nominees) and give all consents, waiversand ratifications in respect of the securities constituting Collateral and otherwise act withrespect thereto as though it were the outright owner thereof, the Grantor hereby constituting andappointing the Agent the proxy and attorney-in-fact of the Grantor, with full power ofsubstitution, to do so. This power of attorney is coupled with an interest and may not be revokedby the Grantor while any Obligations are owing to the Agent and/or Lenders. So long as no Event ofDefault is continuing, the Grantor shall be entitled to receive all cash dividends paid in respectof the securities of which the Grantor is the registered owner, to vote such securities and to giveconsents, waivers and ratifications in respect of such securities, provided that no vote
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shall be cast, or consent, waiver or ratification given or action taken which would beinconsistent with or violate any provisions of any of the Credit Documents or this Agreement.     (b) Any sums paid upon or with respect to any of the securities constituting Collateral uponthe liquidation or dissolution of the issuer thereof shall be paid over to the Agent to be held byit as security for the Obligations; and in case any distribution of capital shall be made on or inrespect of any of the securities or any property shall be distributed upon or with respect to anyof the securities pursuant to the recapitalization or reclassification of the capital of the issuerthereof or pursuant to the reorganization thereof, the property so distributed shall be deliveredto the Agent to be held by it as security for the Obligations. All sums of money and property paidor distributed in respect of the securities upon such a liquidation, dissolution, recapitalizationor reclassification which are received by the Grantor shall, until paid or delivered to the Agent,be held in trust for the Agent as security for the Obligations.     Section 9. Power of Attorney.     (a) The Grantor acknowledges the Agent’s right, to the extent permitted by applicable law,singly to execute and/or file financing or continuation statements and similar notices required byapplicable U.S. and non-U.S. law, and amendments thereto, concerning the Collateral withoutexecution by the Grantor. A copy of this Agreement or any financing statement covering theCollateral or any part thereof shall be sufficient as a financing statement where permitted by law.     (b) The Grantor hereby irrevocably appoints the Agent as the Grantor’s attorney-in-fact,effective at all times subsequent to the occurrence of an Event of Default, and during thecontinuance thereof, with full authority in the place and stead of the Grantor and in the name ofthe Grantor or otherwise, to take any action and to execute any instrument which the Agent may deemnecessary or advisable to accomplish the purpose of this Agreement, including, without limitation,the power and right (i) to endorse the Grantor’s name on any checks, notes, acceptances, moneyorders, drafts, filings or other forms of payment or security of the Grantor that may come into theAgent’s possession, and (ii) to do all other things which the Agent then determines to be necessaryto carry out the terms of this Agreement; provided, however, the Agent acknowledgesthat applicable law does not permit the grantee of a power of attorney to execute any application,report, document or other instrument to be filed with the Federal Communications Commission onbehalf of and in place of the party granting such power of attorney, except in the case of thegrantor’s absence from the United States, or in the case of grantor’s physical disability. TheGrantor ratifies and approves all acts of such attorney-in-fact. The power conferred on the Agenthereunder is solely to protect the Agent’s and the Lenders’ interests in the Collateral and shallnot impose any duty upon the Agent to exercise such power. This power of attorney is coupled withan interest and may not be revoked by the Grantor while any Obligations are owing to the Agent orthe Lenders.     Section 10. Special Provisions Relating to Certain Collateral.     (a) Intellectual Property. For the purpose of enabling the Agent to exercise rightsand remedies under Section 11 of this Agreement at such time as the Agent shall be lawfullyentitled to exercise such rights and remedies, and for no other purpose, the Grantor hereby grantsto the
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Agent, to the extent assignable, an irrevocable, non-exclusive license (exercisable withoutpayment of royalty or other compensation to the Grantor) to use, assign, license or sublicense anyof the Intellectual Property now owned or hereafter acquired by the Grantor, wherever the same maybe located, including in such license reasonable access to all media in which any of the licenseditems may be recorded or stored and to all computer programs used for the compilation or printoutthereof.     (b) Accounts Receivable. Until the Agent elects (which election may be made after theoccurrence of an Event of Default and during the continuation thereof) that debtors on accountsreceivable of the Grantor or obligors on accounts, chattel paper or general intangibles of theGrantor or obligors on instruments for which the Grantor is an obligee or lessees or conditionalvendees under agreements governing the leasing or selling by conditional sale of Collateral by theGrantor, be notified of the Agent’s and Lenders’ security interest, the Grantor shall continue tocollect payment thereof. Upon the making of such an election by the Agent, the Grantor shall holdthe proceeds received from collection as trustee for the Agent and shall turn the same over to theAgent, or to such other bank or Person as may be approved by the Agent, immediately upon receipt inthe identical form received. At the election of the Agent, after the occurrence of an Event ofDefault and during the continuance thereof, the Grantor shall so notify such account debtors andobligors that payment thereof is to be made directly to the Agent, and the Agent may itself, at anytime after the occurrence of an Event of Default and during the continuance thereof, without noticeto or demand upon the Grantor, so notify such account debtors and obligors. The making of such anelection or the giving of any such notification shall not affect the duties of the Grantordescribed above with respect to proceeds of collection of accounts receivable received by theGrantor. The Agent shall apply the proceeds of such collection received by the Agent to theObligations in accordance with Section 5 of this Agreement. The application of the proceeds ofsuch collection shall be conditional upon final payment in cash or solvent credits of the itemsgiving rise to them. If any item is not so paid, the Agent in its discretion, whether or not theitem is returned, may either reverse any credit given for the item or charge it to any depositaccount maintained by the Grantor with the Agent.     Section 11. Events of Default; Remedies.     (a) Upon the occurrence of an Event of Default and during the continuation thereof, whether ornot the Obligations are due, the Agent may (on behalf of itself and the Lenders) demand, sue for,collect, or make any settlement or compromise it deems desirable with respect to the Collateral.     (b) An “Event of Default” hereunder shall mean an Event of Default as such term is defined inthe Credit Agreement.     (c) Upon the occurrence and during the continuance of an Event of Default, to the fullestextent permitted by applicable law, in addition to the remedies set forth elsewhere in thisAgreement:     (i) The Agent shall have (on behalf of itself and the Lenders), in addition to allother rights and remedies given it by any instrument or other agreement evidencing, orexecuted and delivered in connection with, any of the Obligations and otherwise allowed
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by law, the rights and remedies of a secured party under the Uniform Commercial Code asenacted in any jurisdiction in which the Collateral and applicable non-U.S. law may belocated and without limiting the generality of the foregoing, the Agent may immediately,without (to the fullest extent permitted by law) demand of performance or advertisement ornotice of intention to sell or of time or place of sale or of redemption or other notice ordemand whatsoever (except that the Agent shall give to the Grantor at least ten days’ noticeof the time and place of any proposed sale or other disposition), all of which are herebyexpressly waived to the fullest extent permitted by law, sell at public or private sale orotherwise realize upon, the whole or from time to time any part of the Collateral in or uponwhich the Agent and/or the Lenders shall have a security interest or Lien hereunder, or anyinterest which the Grantor may have therein, and after deducting from the proceeds of saleor other disposition of the Collateral all expenses (including all reasonable expenses forlegal services) as provided in Section 15 hereof, shall apply the residue of such proceedstoward the payment of the Obligations in accordance with Section 5 of this Agreement, theGrantor remaining liable for any deficiency remaining unpaid after such application. Ifnotice of any sale or other disposition is required by law to be given to the Grantor, thenthe Grantor, the Agent and the Lenders hereby agree that a notice given as provided in thisAgreement shall be reasonable notice of such sale or other disposition. The Grantor alsoagrees to assemble the Collateral at such place or places as the Agent reasonably designatesby written notice. At any such sale or other disposition the Agent and/or any Lender mayitself, and any other person or entity owed any Obligation may itself, to the extentpermitted by applicable law, purchase the whole or any part of the Collateral sold, freefrom any right of redemption on the part of the Grantor, which right is hereby waived andreleased to the fullest extent permitted by law.     (ii) Furthermore, without limiting the generality of any of the rights and remediesconferred upon the Agent and/or any Lender under Section 11 (c)(i) hereof, the Agent to thefullest extent permitted by applicable U.S. and non-U.S. law, may enter upon the premises ofthe Grantor, exclude the Grantor or any guarantor therefrom and take immediate possession ofthe Collateral, either personally or by means of a receiver appointed by a court therefor,and may, at its option, use, operate, manage and control the Collateral in any lawful mannerand may collect and receive all rents, income, revenue, earnings, issues and profitstherefrom, and may maintain, repair, renovate, alter or remove the Collateral as the Agentand/or such Lender may determine in its discretion, and any such monies so collected orreceived by such Person shall be remitted to the Agent and shall be applied to, or may beaccumulated for application upon, the Obligations in accordance with Section 5 of thisAgreement.     (iii) Each of the Agent and the Lenders agrees that such Person will give notice to theGrantor of any enforcement action taken by it pursuant to this Section 11 promptly aftercommencing such action.     (iv) The Grantor recognizes that the Agent and/or the Lenders may be unable to effect apublic sale of securities constituting Collateral by reason of certain prohibitionscontained in the Securities Act and may be compelled to resort to one or more private salesthereof to a restricted group of purchasers consistent with all applicable laws. TheGrantor agrees that any such private sales may be at prices and
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other terms less favorable to the Grantor than if sold at public sales and that suchprivate sales shall not solely by reason thereof be deemed not to have been made in acommercially reasonable manner. Neither the Agent nor the Lenders shall be under anyobligation to delay a sale of any of the securities for the period of time necessary topermit the issuer of such securities to register such securities for public sale under theSecurities Act of 1933, as amended, even if the issuer would agree to do so.     (d) For the purposes of enabling the Agent to exercise rights and remedies under this Section11, at such time as the Agent shall be lawfully entitled to exercise such rights and remedies, andfor no other purpose, the Grantor hereby grants to the Agent, to the extent assignable, anirrevocable, non-exclusive license (exercisable without payment of royalty or other compensation tothe Grantor) to use, assign, license or sublicense any of the Intellectual Property now owned orhereafter acquired by the Grantor, wherever the same may be located, including in such licensereasonable access to all media in which any of the licensed items may be recorded or stored and toall computer programs used for the compilation or printout thereof.     Section 12. Marshalling. Neither the Agent nor any Lender shall be required tomarshal any present or future security for (including but not limited to this Agreement and theCollateral subject to the security interest created hereby), or guarantees of, the Obligations orany of them, or to resort to such security or guarantees in any particular order; and all of itsrights hereunder and in respect of such securities and guaranties shall be cumulative and inaddition to all other rights, however existing or arising. To the extent that it lawfully may, theGrantor hereby agrees that it will not invoke any law relating to the marshalling of Collateralwhich might cause delay in or impede the enforcement of the Agent’s and/or any Lender’s rightsunder this Agreement or under any other instrument evidencing any of the Obligations or under whichany of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed,and to the extent that it lawfully may do so the Grantor hereby irrevocably waives the benefits ofall such laws. Except as otherwise provided by applicable law, neither the Agent nor the Lendersshall have any duty as to the collection or protection of the Collateral or any income thereon, noras to the preservation of rights against prior parties, nor as to the preservation of any rightspertaining thereto beyond the sole custody thereof.     Section 13. Security Interest Absolute. To the extent permitted by applicable law,the obligations of the Grantor under this Security Agreement shall remain in full force and effectwithout regard to, and shall not be impaired by (a) any bankruptcy, insolvency, reorganization,arrangement, readjustment, composition, liquidation or the like of the Grantor, to the extentpermitted by law; (b) any exercise or nonexercise, or any waiver, by the Agent and/or any Lender ofany right, remedy, power or privilege under or in respect of any of the Obligations or any securitytherefor (including this Agreement); (c) any amendment to or modification of any instrumentevidencing any of the Obligations or pursuant to which any of them were issued; (d) any amendmentto or modification of any instrument or agreement (other than this Agreement) securing any of theObligations; or (e) the taking of additional security for or any guaranty of any of the Obligationsor the release or discharge or termination of any security or guaranty for any of the Obligations;and whether or not the Grantor shall have notice or knowledge of any of the foregoing.
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     Section 14. No Waiver. No failure on the part of the Agent and/or any Lender toexercise, and no delay in exercising, any right, remedy or power hereunder shall operate as awaiver thereof, nor shall any single or partial exercise by such Person of any right, remedy orpower hereunder preclude any other or future exercise of any other right, remedy or power. Eachand every right, remedy and power hereby granted to the Agent and/or any Lender or the futureholders of any of the Obligations or allowed to any of them by applicable U.S. and non-U.S. law orother agreement, including, without limitation, each of the Credit Documents, shall be cumulativeand not exclusive of any other, and, subject to the provisions of this Agreement, may be exercisedby the Agent and/or any Lender or the future holders of any of the Obligations from time to time.     Section 15. Expenses. The Grantor agrees to pay, on demand, all reasonable costs andexpenses (including reasonable attorneys’ fees and expenses for legal services of every kind) ofthe Agent and/or any Lender incidental to the sale of, or realization upon, any of the Collateralor in any way relating to the perfection, enforcement or protection of the rights of such Personhereunder; and the Agent and/or such Lenders may at any time apply to the payment of all such costsand expenses all monies of the Grantor or other proceeds arising from its possession or dispositionof all or any portion of the Collateral.     Section 16. Consents, Amendments and Waivers. Any term of this Agreement may beamended, and the performance or observance by the Grantor of any term of this Agreement may bewaived (either generally or in a particular instance and either retroactively or prospectively)only in accordance with the terms of Section 10.1 of the Credit Agreement all of which areincorporated herein by reference.     Section 17. Agent’s Duties. The powers conferred on the Agent hereunder are solely toprotect the Agent’s and Lenders’ interest in the Collateral and shall not impose any duty upon itto exercise any such powers. Except for the safe custody of any Collateral in its possession andthe accounting for moneys actually received by it hereunder, the Agent shall have no duty as to anyCollateral, as to ascertaining or taking action with respect to calls, conversions, exchanges,maturities, tenders or other matters relative to any Collateral, whether or not Agent or any Lenderhas or is deemed to have knowledge of such matters, or as to the taking of any necessary steps topreserve rights against any parties or any other rights pertaining to any Collateral. The Agentshall be deemed to have exercised reasonable care in the custody and preservation of any Collateralin its possession if such Collateral is accorded treatment substantially equal to that which itaccords its own property. Any resignation of the Agent pursuant to the terms of the CreditAgreement shall result in the automatic resignation of the Agent under this Agreement.     Section 18. Indemnity and Expenses. The Grantor hereby indemnifies, defends and savesand holds harmless each of the Agent and the Lenders and each of their Affiliates and theirrespective officers, directors, employees, agents, attorneys and advisors (each, an“Indemnified Party”) from and against, and shall pay on demand, any and all claims,damages, losses, liabilities and expenses that may be incurred by or asserted or awarded againstany Indemnified Party, in each case arising out of or in connection with or resulting from thisAgreement and/or any other Credit Document (including, without limitation, enforcement of thisAgreement and/or any other Credit Document), except to the extent such claim, damage, loss,liability or expense is
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found in a final, non-appealable judgment by a court of competent jurisdiction to haveresulted from such Indemnified Party’s negligence or willful misconduct.     Section 19. Governing Law. This Agreement and all claims, disputes and mattersarising hereunder or related hereto shall be governed by and construed under the internal laws ofthe State of New York.     Section 20. Parties in Interest. All terms of this Agreement shall be binding uponand inure to the benefit of and be enforceable by the respective successors and assigns of theparties hereto; provided that the Grantor may not assign or transfer its rights hereunderwithout the prior written consent of the Agent and the Required Lenders. Any assignment ortransfer by each Grantor of its rights hereunder in violation of this Agreement shall be voidabinitio.     Section 21. Counterparts. This Agreement and any amendment hereof may be executed inany number of counterparts and by each party on a separate counterpart, which when so executed anddelivered shall be an original, but all of which together shall constitute one instrument.Delivery of an executed counterpart of a signature page to this Agreement by facsimile orelectronic mail shall be effective as delivery of an original executed counterpart of thisAgreement.     Section 22. Continuing Security Interest; Assignments Under the Credit Agreement.This Agreement shall create a continuing security interest in the Collateral and shall (i) remainin full force and effect until the Payment in Full in accordance with the Credit Agreement and thecancellation or termination of the Commitments, (ii) be binding upon the Grantor, its successorsand assigns and (iii) inure, together with the rights and remedies of the Agent hereunder, to thebenefit of the Agent and/or the Lenders and their respective successors, transferees and assigns.Without limiting the generality of the foregoing sentence, but subject to the terms of the CreditAgreement, any Lender may assign or otherwise transfer all or any portion of its rights andobligations under the Credit Agreement (including, without limitation, all or any portion of itsCommitments, the Loans owning to it and the Note or Notes, if any, held by it).     Section 23. Release; Termination.     (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of theGrantor to any Person other than a Subsidiary that is required to be a Guarantor in a transactionwhich is permitted by the terms of the Credit Agreement, such Collateral will be sold, leased,transferred or otherwise disposed of free and clear of the Liens created hereby, and the Agentwill, at the Grantor’s expense, execute and deliver to the Grantor such documents as the Grantorshall reasonably request to evidence the release of such item of Collateral from the assignment andsecurity interest granted hereby.     (b) Upon Payment in Full in accordance with the Credit Agreement, this Agreement and the Liensand security interests created hereunder shall automatically terminate and the Agent (on behalf ofitself and the Lenders) shall return to the Grantor, at the expense of the Grantor, such Collateralin the possession or control of the Agent as has not theretofore been disposed of pursuant to theprovisions hereof and shall deliver to the Grantor documents in recordable form (which documentsshall be prepared by, and the expense thereof to be borne by,
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the Grantor) sufficient to discharge the Liens and security interests granted hereunder;provided, however, that in the event all or any portion of any payment of the Obligations isrescinded or recovered from the Agent or any Lender, this Agreement shall be automaticallyreinstated and continue and remain in full force and effect.     Section 24. Further Assurances. The Grantor agrees that from time to time, at theexpense of the Grantor, that it shall promptly execute and deliver all further instruments anddocuments (including, without limitation, financing statements, supplemental security agreements,notices of assignment under the United States Assignment of Claims Act and under similar orapplicable local and foreign statutes and regulations), and take all further action, that may benecessary or desirable, or that the Agent may reasonably request, in order to create and/ormaintain the validity, perfection or priority of and protect any security interest granted herebyor to enable the Agent to exercise and enforce its rights and remedies hereunder with respect toany Collateral. In furtherance of the foregoing, the Grantor hereby authorizes the Agent to filefinancing or continuation statements, and amendments thereto, in any jurisdictions and with anyfiling offices as the Agent may determine, in its sole discretion, are necessary or advisable toperfect the security interest granted to the Agent herein. Such financing statements may describethe Collateral in the same manner as described herein or may contain an indication or descriptionof collateral that describes such property in any other manner as the Agent may determine, in itssole discretion, is necessary, advisable or prudent to ensure the perfection of the securityinterest in the Collateral granted to the Agent herein, including, without limitation, describingsuch property as “all assets” or “all personal property, whether now owned or hereafter acquired”.The Grantor shall furnish to the Agent from time to time statements and schedules furtheridentifying and describing the Collateral and such other reports in connection with the Collateralas the Agent may reasonably request, all in reasonable detail.     Section 25. Notices. Except as otherwise expressly provided herein, all notices andother communications made or required to be given pursuant to this Agreement shall be made inaccordance with the provisions of Section 10.2 of the Credit Agreement.     Section 26. [Reserved]     Section 27. Severability. If any term or other provision of this Agreement isinvalid, illegal or incapable of being enforced by any rule of law, or public policy, all otherconditions and provisions of this Agreement will nevertheless remain in full force and effect solong as the economic or legal substance of the transactions contemplated hereby is not affected inany manner adverse to any party. Upon such determination that any term or other provision isinvalid, illegal or incapable of being enforced, the parties hereto will negotiate in good faith tomodify this Agreement so as to effect the original intent of the parties as closely as possible inan acceptable manner to the end that the transactions contemplated hereby are fulfilled to theextent possible.     Section 28. Integration; Conflict. This Agreement and the other Credit Documentscontain and constitute the entire agreement of the parties hereto with respect to the subjectmatter hereof and supersedes all prior negotiations, agreements and understandings, whether writtenor oral, of such parties. In the event that there is a conflict between any provision of thisAgreement and the Credit Agreement, then the provisions of the Credit Agreement shall control.
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     Section 29. Submission to Jurisdiction. Each of the parties hereto hereby agree to bebound by the provisions of Sections 11.15, 11.16, 11.17, 11.18, 11.19 and 11.20 of the CreditAgreement.[Remainder of page intentionally left blank;