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Exhibit 10.15  




GUARANTY,
PLEDGE AND SECURITY AGREEMENT 


Dated
as of March 23, 2007 


among 


PROS REVENUE MANAGEMENT, L.P.


and 


Each
Grantor From Time to Time Party Hereto 


and



CHURCHILL FINANCIAL LLC

as Administrative Agent and Collateral Agent 










  



 
 

TABLE OF CONTENTS    
    



	 
	 	 
	 	Page

	

ARTICLE I	
 	

DEFINED TERMS	
 	

1
	 	
 Section 1.1	
 	

Definitions	
 	

1
	 	Section 1.2	 	Certain Other Terms	 	3
	

ARTICLE II	
 	

GUARANTY	
 	

3
	 	
 Section 2.1	
 	

Guaranty	
 	

3
	 	Section 2.2	 	Limitation of Guaranty	 	4
	 	Section 2.3	 	Contribution	 	4
	 	Section 2.4	 	Authorization; Other Agreements	 	4
	 	Section 2.5	 	Guaranty Absolute and Unconditional	 	4
	 	Section 2.6	 	Waivers	 	5
	 	Section 2.7	 	Reliance	 	5
	

ARTICLE III	
 	

GRANT OF SECURITY INTEREST	
 	

6
	 	
 Section 3.1	
 	

Collateral	
 	

6
	 	Section 3.2	 	Grant of Security Interest in Collateral	 	6
	

ARTICLE IV	
 	

REPRESENTATIONS AND WARRANTIES	
 	

7
	 	
 Section 4.1	
 	

Title; No Other Liens	
 	

7
	 	Section 4.2	 	Perfection and Priority	 	7
	 	Section 4.3	 	Jurisdiction of Organization; Chief Executive Office	 	7
	 	Section 4.4	 	Locations of Inventory, Equipment and Books and Records	 	7
	 	Section 4.5	 	Pledged Collateral	 	8
	 	Section 4.6	 	Instruments and Tangible Chattel Paper Formerly Accounts	 	8
	 	Section 4.7	 	Intellectual Property	 	8
	 	Section 4.8	 	Commercial Tort Claims	 	8
	 	Section 4.9	 	Specific Collateral	 	9
	 	Section 4.10	 	Enforcement	 	9
	 	Section 4.11	 	Representations and Warranties of the Credit Agreement	 	9
	

ARTICLE V	
 	

COVENANTS	
 	

9
	 	
 Section 5.1	
 	

Maintenance of Perfected Security Interest; Further Documentation and Consents	
 	

9
	 	Section 5.2	 	Changes in Locations, Name, Etc	 	10
	 	Section 5.3	 	Pledged Collateral	 	10
	 	Section 5.4	 	Accounts	 	10
	 	Section 5.5	 	Commodity Contracts	 	11
	 	Section 5.6	 	Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper	 	11
	 	Section 5.7	 	Intellectual Property	 	11
	 	Section 5.8	 	Notices	 	12
	 	Section 5.9	 	Notice of Commercial Tort Claims	 	12
	 	Section 5.10	 	Compliance with Credit Agreement	 	13
	 	Section 5.11	 	UCC Article 8	 	13
	 	 	 	 	 





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ARTICLE VI	
 	

REMEDIAL PROVISIONS	
 	

13
	 	
 Section 6.1	
 	

Code and Other Remedies	
 	

13
	 	Section 6.2	 	Accounts and Payments in Respect of General Intangibles	 	15
	 	Section 6.3	 	Pledged Collateral	 	16
	 	Section 6.4	 	Proceeds to be Turned over to and Held by Administrative Agent	 	17
	 	Section 6.5	 	Registration Rights	 	17
	 	Section 6.6	 	Deficiency	 	18
	

ARTICLE VII	
 	

THE ADMINISTRATIVE AGENT	
 	

18
	 	
 Section 7.1	
 	

Administrative Agent's Appointment as Attorney-in-Fact	
 	

18
	 	Section 7.2	 	Authorization to File Financing Statements	 	19
	 	Section 7.3	 	Authority of Administrative Agent	 	19
	 	Section 7.4	 	Duty; Obligations and Liabilities	 	20
	

ARTICLE VIII	
 	

MISCELLANEOUS	
 	

20
	 	
 Section 8.1	
 	

Reinstatement	
 	

20
	 	Section 8.2	 	Release of Collateral	 	21
	 	Section 8.3	 	Independent Obligations	 	21
	 	Section 8.4	 	No Waiver by Course of Conduct	 	21
	 	Section 8.5	 	Amendments in Writing	 	21
	 	Section 8.6	 	Additional Grantors; Additional Pledged Collateral	 	21
	 	Section 8.7	 	Notices	 	22
	 	Section 8.8	 	Successors and Assigns	 	22
	 	Section 8.9	 	Counterparts	 	22
	 	Section 8.10	 	Severability	 	22
	 	Section 8.11	 	Governing Law	 	22
	 	Section 8.12	 	Waiver of Jury Trial	 	22




ANNEXES
AND SCHEDULES 



	Annex 1	Form of Pledge Amendment
	Annex 2	Form of Joinder Agreement
	Annex 3	Form of Intellectual Property Security Agreement
	

Schedule 1	

Commercial Tort Claims
	Schedule 2	Filings
	Schedule 3	Jurisdiction of Organization; Chief Executive Office
	Schedule 4	Location of Inventory and Equipment
	Schedule 5	Pledged Collateral
	Schedule 6	Intellectual Property




ii










        GUARANTY, PLEDGE AND SECURITY AGREEMENT, dated as of March 23, 2007, by PROS Revenue Management, L.P., a Delaware limited partnership (the "Borrower") and each of the other
entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the
"Grantors"), in favor of Churchill Financial LLC ("Churchill"), as administrative agent and collateral
agent (in such capacity, together with its successors and permitted assigns, the "Administrative Agent") for the Lenders and the L/C Issuers and each
other Secured Party (each as defined in the Credit Agreement referred to below). 


W
I T N E S S E T H: 


        WHEREAS,
pursuant to the Credit Agreement dated as of March 23, 2007 (as the same may be modified from time to time, the "Credit
Agreement") among the Borrower, PROS Revenue I, LLC, PROS Revenue II, LLC, PROS Holdings, Inc., the Lenders and the L/C Issuers from time to time party thereto,
Churchill, as administrative agent and collateral agent for the Lenders and the L/C Issuers, the Lenders and the L/C Issuers have severally agreed to make extensions of credit to the Borrower upon the
terms and subject to the conditions set forth therein; 


        WHEREAS,
each Grantor (other than the Borrower) has agreed to guaranty the Obligations (as defined in the Credit Agreement) of the Borrower; 


        WHEREAS,
each Grantor will derive substantial direct and indirect benefits from the making of the extensions of credit under the Credit Agreement; and 


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


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


ARTICLE
I

DEFINED TERMS 


        Section 1.1    Definitions.    (a) Capital terms used
herein without definition are used as defined in the Credit Agreement. 


        (b)   The
following terms have the meanings given to them in the UCC and terms used herein without definition that are defined in the UCC have the meanings given to them in
the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "account", "account
debtor", "as-extracted collateral", "certificated security",
"chattel paper", "commercial tort claim", "commodity
contract", "deposit account", "electronic chattel paper",
"equipment", "farm products", "fixture",
"general intangible", "goods", "health-care-insurance
receivable", "instruments", "inventory", "investment
property", "letter-of-credit right", "proceeds",
"record", "securities account", "security",
"supporting obligation" and "tangible chattel paper". 



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


        "Agreement" means this Guaranty, Pledge and Security Agreement. 


        "Applicable IP Office" means the United States Patent and Trademark Office, the United States Copyright Office or any similar office or
agency within or outside the United States. 


        "Collateral" has the meaning specified in Section 3.1. 



        "Excluded Equity" means any voting stock in excess of 66% of the outstanding voting stock of any Excluded Foreign Subsidiary. For the
purposes of this definition, "voting stock" means, with respect to any issuer, the issued and outstanding shares of each class of Stock of such issuer
entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)). 







 



        "Excluded Property" means, collectively: (i) Excluded Equity; (ii) any permit or license of, or any Contractual Obligation
entered into by, any Grantor (A) that prohibits or requires the consent of any Person other than Borrower and its Affiliates as a condition to the creation by such Grantor of a Lien on any
right, title or interest in such permit, license or Contractual Agreement or any Stock or Stock Equivalent related thereto or (B) to the extent that any Requirement of Law applicable thereto
prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered
unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of Law; (iii) fixed or capital assets owned by any Grantor that is subject to a purchase money Lien or a
Capital Lease if the Contractual Obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease) prohibits or requires the consent of any Person other than
Borrower and its Affiliates as a condition to the creation of any other Lien on such equipment; (iv) assets sold to a Person which is not a Loan Party in compliance with the Credit Agreement;
(v) assets owned by a Guarantor after the release of the guarantee of such Guarantor by the Administrative Agent and the Required Lenders pursuant to the Credit Agreement; (vi) any
domestic deposit account of which all or a substantial portion of the funds on deposit are used for funding (A) payroll, (B) 401(k) and other retirement plans and employee benefits,
including rabbi trusts for deferred compensation, (C) health care benefits, and (D) escrow arrangements (e.g. environmental indemnity accounts); (vii) any foreign deposit accounts
not in excess of $50,000; (viii) real estate leasehold interests; (ix) any letter of credit rights for a specified purpose to the extent the Loan Party is required by applicable law to
apply the proceeds of such letter of credit rights for a specified purpose; (x) any collateral as to which the Administrative Agent has determined in its sole discretion that collateral value
thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest; and (xi) any "intent to use" Trademark applications for which a statement of
use has not been filed (but only until such statement is filed); provided, however,
"Excluded Property" shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products,
substitutions or replacements would otherwise constitute Excluded Property). 


        "Guaranteed Obligations" has the meaning set forth in Section 2.1. 


        "Guarantor" means each Grantor other than a Borrower. 


        "Guaranty" means the guaranty of the Guaranteed Obligations made by the Guarantors as set forth in this Agreement. 



        "Material Intellectual Property" means Intellectual Property that is owned by or licensed to a Grantor and material to the conduct of any
Grantor's business. 


        "Pledged Certificated Stock" means all certificated securities and any other Stock or Stock Equivalent of any Person evidenced by a
certificate, instrument or other similar document (as defined in the UCC), in each case owned by any Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing
from time to time, exceeding $100,000 in the aggregate including all Stock and Stock Equivalents listed on Schedule 5. Pledged Certificated Stock
excludes any Excluded Property
and any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by Section 7.11 of the Credit Agreement. 


        "Pledged Collateral" means, collectively, the Pledged Stock and the Pledged Debt Instruments. 


        "Pledged Debt Instruments" means all right, title and interest of any Grantor in instruments evidencing any Indebtedness owed to such
Grantor or other obligations, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, exceeding $100,000 in the aggregate including all Indebtedness
described on Schedule 5, issued by the obligors named therein. Pledged Debt Instruments excludes any Cash Equivalents that are not held in
Controlled Securities Accounts to the extent permitted by Section 7.11 of the Credit Agreement. 


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        "Pledged Investment Property" means any investment property of any Grantor, and any distribution of property made on, in respect of or in
exchange for the foregoing from time to time, exceeding $100,000 in the aggregate other than any Pledged Stock or Pledged Debt Instruments. Pledged Investment Property excludes any Cash Equivalents
that are not held in Controlled Securities Accounts to the extent permitted by Section 7.11 of the Credit Agreement. 


        "Pledged Stock" means all Pledged Certificated Stock and all Pledged Uncertificated Stock. 


        "Pledged Uncertificated Stock" means any Stock or Stock Equivalent of any Person that is not Pledged Certificated Stock, including all
right, title and interest of any Grantor as a limited or general partner in any partnership not constituting Pledged Certificated Stock or as a member of any limited liability company, all right,
title and interest of any Grantor in, to and under any Constituent Document of any partnership or limited liability company to which it is a party, and any distribution of property made on, in respect
of or in exchange for the foregoing from time to time, exceeding $100,000 in the aggregate including in each case those interests set forth on  Schedule 5, to the extent such interests are not
certificated. Pledged Certificated Stock excludes any Excluded Property and any Cash Equivalents
that are not held in Controlled Securities Accounts to the extent permitted by Section 7.11 of the Credit Agreement. 



        "Security Cash Collateral Account" means a Cash Collateral Account that is not a L/C Cash Collateral Account. 


        "Software" means (a) all computer programs, including source code and object code versions, (b) all data, databases and
compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing. 


        "Subsidiary Guarantor" means any Guarantor that is a Subsidiary of Borrower. 



        "UCC" means the Uniform Commercial Code as from time to time in effect in the State of New York;  provided, however, that,
in the event that, by reason of mandatory provisions of any applicable
Requirement of Law, any of the attachment, perfection or priority of the Administrative Agent's or any other Secured Party's security interest in any Collateral is governed by the Uniform Commercial
Code of a jurisdiction other than the State of New York, "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for
purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of the definitions related to or otherwise used in such provisions. 



        "Vehicles" means all vehicles covered by a certificate of title law of any state. 


        Section 1.2  Certain Other Terms. (a) The meanings given to
terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The terms "herein",
"hereof" and similar terms refer to this Agreement as a whole and not to any particular Article, Section or clause in this Agreement. References herein
to an Annex, Schedule, Article, Section or clause refer to the appropriate Annex or Schedule to, or Article, Section or clause in this Agreement. Where the context requires, provisions relating to any
Collateral when used in relation to a Grantor shall refer to such Grantor's Collateral or any relevant part thereof. 


        (b)   Section 1.5 (Interpretation) of the Credit Agreement is applicable
to this Agreement as and to the extent set forth therein. 


ARTICLE
II

GUARANTY 


        Section 2.1    Guaranty.    To induce the Lenders to make the
Loans and the L/C Issuers to Issue Letters of Credit, each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety,
the full and punctual payment 


3







 

when
due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, of all the Obligations of the Borrower whether
existing on the date hereof or hereinafter incurred or created (the "Guaranteed Obligations"). This Guaranty by each Guarantor hereunder constitutes a
guaranty of payment and not of collection. 


        Section 2.2    Limitation of Guaranty.    Any term or provision
of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Subsidiary Guarantor shall be liable hereunder shall not exceed the maximum
amount for which such Subsidiary Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Subsidiary Guarantor, subject to avoidance under applicable
Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of
the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, "Fraudulent Transfer Laws"). Any analysis of the
provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3
and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty. 


        Section 2.3    Contribution.    To the extent that any
Subsidiary Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation exceeding the greater of (a) the amount of the economic benefit actually received by such
Subsidiary Guarantor from the Loans and other Obligations and (b) the amount such Subsidiary Guarantor would otherwise have paid if such Subsidiary Guarantor had paid the aggregate amount of
the Guaranteed Obligations (excluding the amount thereof repaid by the Borrower and Holdings) in the same proportion as such Subsidiary Guarantor's net worth on the date enforcement is sought
hereunder bears to the aggregate net worth of all the Subsidiary Guarantors on such date, then such Guarantor shall be reimbursed by such other Subsidiary Guarantors for the amount of such excess, pro
rata, based on the respective net worth of such other Subsidiary Guarantors on such date. 



        Section 2.4    Authorization; Other Agreements.    The Secured
Parties are hereby authorized, without notice to or demand upon any Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder and without incurring any
liability hereunder, from time to time, to do each of the following: 


        (a)   (i) modify,
amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment or (iii) waive or otherwise consent to
noncompliance with, any Guaranteed Obligation or any Loan Document; 


        (b)   apply
to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation in such order as provided in the Loan Documents; 


        (c)   refund
at any time any payment received by any Secured Party in respect of any Guaranteed Obligation; 


        (d)   (i) Sell,
exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, exchange,
affect, impair or otherwise alter or release any Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold additional Collateral to
secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and
(iv) otherwise deal in any manner with Borrower and any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and 


        (e)   settle,
release, compromise, collect or otherwise liquidate the Guaranteed Obligations. 


        Section 2.5    Guaranty Absolute and Unconditional.    Each
Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or 


4







 



otherwise,
and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the
following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the
Administrative Agent): 


        (a)   the
invalidity or unenforceability of any obligation of Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto
(including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or
failure of priority of any security for the Guaranteed Obligations or any part thereof; 


        (b)   the
absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from Borrower or any other Guarantor or other action to enforce the same
or (ii) any action to enforce any Loan Document or any Lien thereunder; 


        (c)   the
failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; 


        (d)   any
workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against Borrower, any other Guarantor or any of Borrower's
other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any
Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; 



        (e)   any
foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any
Secured Party to proceed separately against any Collateral in accordance with such Secured Party's rights under any applicable Requirement of Law; or 


        (f)    any
other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of Borrower, any other Guarantor or any
of such Borrower's other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations. 



        Section 2.6    Waivers.    Each Guarantor hereby
unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder
including any of the following: (a) any demand for payment or performance and protest and notice of protest, (b) any notice of acceptance, (c) any presentment, demand, protest or
further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable and (d) any
other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of Borrower or any other Guarantor. Each Guarantor
further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against Borrower
or any other Guarantor by reason of any Loan Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against any other Loan Party or set off
any of its obligations to such other Loan Party against obligations of such Loan Party to such Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete
performance. 


        Section 2.7    Reliance.    Each Guarantor hereby assumes
responsibility for keeping itself informed of the financial condition of Borrower, each other Guarantor and any other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof, and
of all other circumstances bearing upon the risk of nonpayment of any Guaranteed Obligation or any part thereof that diligent inquiry would reveal, and each Guarantor hereby agrees that no Secured
Party shall have any duty to advise 


5







 



any
Guarantor of information known to it regarding such condition or any such circumstances. In the event any Secured Party, in its sole discretion, undertakes at any time or from time to time to
provide any such information to any Guarantor, such Secured Party shall be under no obligation to (a) undertake any investigation not a part of its regular business routine, (b) disclose
any information that such Secured Party, pursuant to commercially reasonable commercial finance or banking practices, wishes to maintain confidential or (c) make any future disclosures of such
information or any other information to any Guarantor. 


ARTICLE
III

GRANT OF SECURITY INTEREST 


        Section 3.1    Collateral.    For the purposes of this
Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interests
is collectively referred to as the "Collateral": 


        (a)   all
accounts, chattel paper, deposit accounts, documents (as defined in the UCC), equipment, general intangibles, instruments, inventory, investment property and any
supporting obligations related thereto; 


        (b)   the
commercial tort claims described on Schedule 1 and on any supplement thereto received by the Administrative
Agent pursuant to Section 5.9; 


        (c)   all
books and records pertaining to the other property described in this Section 3.1; 


        (d)   all
property of such Grantor held by any Secured Party, including all property of every description, in the custody of or in transit to such Secured Party for any
purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power, including but not limited to cash; 


        (e)   all
other goods (including but not limited to fixtures) and personal property of such Grantor, whether tangible or intangible and wherever located; and 


        (f)    to
the extent not otherwise included, all proceeds of the foregoing; 


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


        Section 3.2    Grant of Security Interest in
Collateral.    Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or
otherwise) of the Obligations of such Grantor (the "Secured Obligations"), hereby mortgages, pledges and hypothecates to the Administrative Agent for
the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and
under the Collateral of such Grantor. 


6








   
ARTICLE IV

REPRESENTATIONS AND WARRANTIES 


        To
induce the Lenders, the L/C Issuers and the Administrative Agent to enter into the Loan Documents, each Grantor hereby represents and warrants each of the following to the
Administrative Agent, the Lenders, the L/C Issuers and the other Secured Parties: 



        Section 4.1    Title; No Other Liens.    Except for the Lien
granted to the Administrative Agent pursuant to this Agreement and other Permitted Liens (except for those Permitted Liens not permitted to exist on any Collateral) under any Loan Document (including  Section 4.2), such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. Such Grantor (a) is
the record and beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificates and (b) has rights in or the power to transfer each other item of Collateral
in which a Lien is granted by it hereunder, free and clear of any other Lien. 



        Section 4.2    Perfection and Priority.    The security
interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Administrative Agent in all Collateral subject, for the following Collateral,
to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings
and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been
delivered to the Administrative Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of Control Agreements, (iii) in the case of all
Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the United States Copyright Office or the United States Patent and Trademark
Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting
control to the Administrative Agent over such letter-of-credit rights, (v) in the case of electronic chattel paper, the completion of all steps necessary to grant
control to the Administrative Agent over such electronic chattel paper and (vi) in the case of Vehicles, the actions required under  Section 5.1(e). Such security interest shall be prior to all
other Liens on the Collateral except for Customary Permitted Liens having priority
over the Administrative Agent's Lien by operation of law or unless otherwise permitted by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and
Pledged Investment Property, the delivery thereof to the Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and
certificates, in each case properly endorsed for transfer to the Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of
Control Agreements with respect to such investment property and (iii) in the case of all other
instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Administrative Agent of such
instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect
and perfect the Lien granted hereunder on the Collateral have been duly taken. 


        Section 4.3    Jurisdiction of Organization; Chief Executive
Office.    Such Grantor's jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Grantor's chief
executive office or sole place of business, in each case as of the date hereof, is specified on Schedule 3 and such  Schedule 3 also lists all
jurisdictions of incorporation, legal names and locations of such Grantor's chief executive office or sole place of
business for the five years preceding the date hereof. 


        Section 4.4    Locations of Inventory, Equipment and Books and
Records.    On the date hereof, such Grantor's inventory and equipment (other than inventory or equipment in transit) and books and records concerning the Collateral
are kept at the locations listed on Schedule 4 and such Schedule 4


7







 



also
lists the locations of such inventory, equipment and books and records for the five years preceding the date hereof. 



        Section 4.5    Pledged Collateral.    (a) The Pledged
Stock pledged by such Grantor hereunder (a) is listed on Schedule 5 and constitutes that percentage of the issued and outstanding equity
of all classes of each issuer thereof as set forth on Schedule 5, (b) has been duly authorized, validly issued and is fully paid and
nonassessable (other than as such rights may arise under mandatory provisions of applicable law that may be waived or otherwise agreed and not as a result of any rights contained in any organizational
documents, or Pledged Stock in limited liability companies and partnerships) and (c) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in
accordance with its terms. 


        (b)   As
of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates
has been delivered to the Administrative Agent in accordance with Section 5.3(a). 


        (c)   Upon
the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of the Grantor granting
the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to
participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such
Pledged Stock. 


        Section 4.6    Instruments and Tangible Chattel Paper Formerly
Accounts.    No amount payable to such Grantor under or in connection with any account is evidenced by any instrument or tangible chattel paper that has not been
delivered to the Administrative Agent, properly endorsed for transfer, to the extent delivery is required by Section 5.6(a). 


        Section 4.7    Intellectual
Property.    (a) Schedule 6 sets forth a true and complete list of the following Intellectual Property
such Grantor owns, licenses or otherwise has the right to use: (i) Intellectual Property that is registered or subject to applications for registration, (ii) Internet Domain Names and
(iii) Material Intellectual Property and material Software, separately identifying that which is owned or licensed to such Grantor and including for each of the foregoing items (1) the
owner, (2) the title, (3) the jurisdiction in which such item has been registered or otherwise arises or in which an application for registration has been filed, (4) as
applicable, the registration or application number and registration or application date and (5) any IP Licenses or other rights (including franchises) granted by the Grantor with respect
thereto. 


        (b)   On
the Closing Date, all Material Intellectual Property owned by such Grantor is valid, in full force and effect, subsisting, unexpired and enforceable, and no Material
Intellectual Property has been abandoned. No breach or default of any material IP License shall be caused by any of the following, and none of the following shall limit or impair the ownership, use,
validity or enforceability of, or any rights of such Grantor in, any Material Intellectual Property: (i) the consummation of the transactions contemplated by any Loan Document or
(ii) any holding, decision, judgment or order rendered by any Governmental Authority. There are no pending (or, to the knowledge of such Grantor, threatened) actions, investigations, suits,
proceedings, audits, claims, demands, orders or disputes challenging the ownership, use, validity, enforceability of, or such Grantor's rights in, any Material Intellectual Property of such Grantor.
To such Grantor's knowledge, no Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any Intellectual Property of such Grantor. Such Grantor, and to such
Grantor's knowledge each other party thereto, is not in material breach or default of any material IP License. 



        Section 4.8    Commercial Tort Claims.    The only commercial
tort claims of any Grantor existing on the date hereof (regardless of whether the amount, defendant or other material facts can be determined and regardless of whether such commercial tort claim has
been asserted, threatened or has 


8







 



otherwise
been made known to the obligee thereof or whether litigation has been commenced for such claims) are those listed on Schedule 1, which
sets forth such information separately for each Grantor. 


        Section 4.9    Specific Collateral.    None of the Collateral
is, or is proceeds or products of, farm products, as-extracted collateral, health-care-insurance receivables or timber to be cut. 


        Section 4.10    Enforcement.    No Permit, notice to or filing
with any Governmental Authority or any other Person or any consent from any Person is required for the exercise by the Administrative Agent of its rights (including voting rights) provided for in this
Agreement or the enforcement of remedies in respect of the Collateral pursuant to this Agreement, including the transfer of any Collateral, except as may be required in connection with the disposition
of any portion of the Pledged Collateral by laws affecting the offering and sale of securities generally or any approvals that may be required to be obtained from any bailees or landlords to collect
the Collateral. 


        Section 4.11    Representations and Warranties of the Credit
Agreement.    The representations and warranties as to such Grantor and its Subsidiaries made by the Borrower in  Article IV (Representations and Warranties) of the Credit Agreement are true and correct on each
date required by Section 3.2(b) of the Credit Agreement. 


ARTICLE
V

COVENANTS 


        Each
Grantor agrees with the Administrative Agent to the following, as long as any Obligation or Commitment remains outstanding and, in each case, unless the Required Lenders otherwise
consent in writing: 


        Section 5.1    Maintenance of Perfected Security Interest; Further Documentation and
Consents.    (a) Generally. Such Grantor shall (i) not use or permit any Collateral to be used
unlawfully or in violation of any provision of any Loan Document, any Related Document, any Requirement of Law or any policy of insurance covering the Collateral and (ii) not enter into any
Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Administrative Agent to Sell any Collateral if such restriction would have a Material Adverse Effect. 


        (b)   Such
Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in  Section 4.2 and shall defend such security interest
and such priority against the claims and demands of all Persons. 


        (c)   Pursuant
to Section 6.1(e) of the Credit Agreement, such Grantor shall furnish to the Administrative Agent from
time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Administrative Agent may reasonably request,
all in reasonable detail and in form and substance satisfactory to the Administrative Agent. 


        (d)   At
any time and from time to time upon the written request of the Administrative Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits
of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as
applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar Requirements of Law) in effect in any jurisdiction with respect to the security interest
created hereby and (ii) take such further action as the Administrative Agent may reasonably request, including (A) using its commercially reasonable efforts to secure all approvals
necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Contractual Obligation, including any IP License, held by such Grantor and to enforce the security
interests granted hereunder and (B) executing and delivering a Control Agreement with respect to any deposit accounts and securities accounts for which Control Agreements are required under the
Credit Agreement. 


9







 



        (e)   If
requested by the Administrative Agent, the Grantor shall arrange for the Administrative Agent's first priority security interest to be noted on the certificate of
title of each Vehicle and shall file any other necessary documentation in each jurisdiction that the Administrative Agent shall deem advisable to perfect its security interests in any Vehicle. 


        (f)    To
ensure that any of the Excluded Property set forth in clause (ii) of the definition of "Excluded Property"
becomes part of the Collateral, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person other than Borrower and its Affiliates with respect to any
permit or license or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or
interest in such permit, license or Contractual Obligation or any Stock or Stock Equivalent related thereto. 


        Section 5.2    Changes in Locations, Name, Etc.    Except upon
30 days' prior written notice to the Administrative Agent and delivery to the Administrative Agent of (a) all documents reasonably requested by the Administrative Agent to maintain the
validity, perfection and priority of the security interests provided for herein and (b) if applicable, a written supplement to Schedule 4
showing any additional locations at which inventory or equipment shall be kept, such Grantor shall not do any of the following: 



        (i)    permit
any inventory or equipment to be kept at a location other than those listed on Schedule 4, except for
inventory or equipment in transit; 


        (ii)   change
its jurisdiction of organization or its location, in each case from that referred to in Section 4.3; or 



        (iii)  change
its legal name or organizational identification number, if any, or corporation, limited liability company, partnership or other organizational structure to such
an extent that any financing statement filed in connection with this Agreement would become misleading. 




        Section 5.3    Pledged
Collateral.    (a) Delivery of Pledged Collateral. Such Grantor shall (i) deliver to the Administrative
Agent, in suitable form for transfer and in form and substance satisfactory to the Administrative Agent, (A) all Pledged Certificated Stock, (B) all Pledged Debt Instruments and
(C) all certificates and instruments evidencing Pledged Investment Property and (ii) maintain all other Pledged Investment Property in a Controlled Securities Account. 


        (b)   Event of Default. During the continuance of an Event of Default, the Administrative Agent shall have the right, at any
time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property
and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger
denominations. 


        (c)   Cash Distributions with respect to Pledged Collateral. Except as provided in  Article VI, such Grantor shall be entitled to receive all cash distributions paid in
respect of the Pledged Collateral. 


        (d)   Voting Rights. Except as provided in Article VI, such Grantor
shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral;  provided, however, that no vote shall be cast, consent given or right exercised or other action taken by
such Grantor that would impair the Collateral or be inconsistent with or result in any violation of any provision of any Loan Document. 


        Section 5.4    Accounts.    (a) Such Grantor shall not,
other than in the ordinary course of business, (i) grant any extension of the time of payment of any account, (ii) compromise or settle any account for less than the full amount thereof,
(iii) release, wholly or partially, any Person liable for the payment of any account, (iv) allow any credit or discount on any account or (v) amend, supplement or modify any
account in any manner that could adversely affect the value thereof. 


10







 



        (b)   The
Administrative Agent shall have the right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and
such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. At any time and from time to time, upon the Administrative
Agent's request, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations,
aging and test verifications of, and trial balances for, the accounts; provided, however, that unless a
Default shall be continuing, the Administrative Agent shall request no more than three such reports during any calendar year. 


        Section 5.5    Commodity Contracts.    Such Grantor shall not
have any commodity contract other than with a Person approved by the Administrative Agent and subject to a Control Agreement. 


        Section 5.6    Delivery of Instruments and Tangible Chattel Paper and Control of Investment
Property, Letter-of-Credit Rights and Electronic Chattel Paper.    (a) If any amount in excess of $100,000 payable under or in
connection with any Collateral owned by such Grantor shall be or become evidenced by an instrument or tangible chattel paper other than such instrument delivered in accordance with  Section 5.3(a)
and in the possession of the Administrative Agent, such Grantor shall mark all such instruments and tangible chattel paper with
the following legend: "This writing and the obligations evidenced or secured hereby are subject to the security interest of Churchill Financial LLC, as Administrative Agent" and, at the request of the
Administrative Agent, shall deliver within five Business Days such instrument or tangible chattel paper to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent. 



        (b)   Such
Grantor shall not grant "control" (within the meaning of such term under Article 9-106 of the UCC) over any investment property to any Person
other than the Administrative Agent. 


        (c)   If
such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of
$100,000, such Grantor shall promptly, and in any event within 2 Business Days after becoming a beneficiary, notify the Administrative Agent thereof and use commercially reasonable efforts to enter
into a Contractual Obligation with the Administrative Agent, the issuer of such letter of credit or any nominated person with respect to the letter-of-credit rights under such
letter of credit. Such Contractual Obligation shall assign such letter-of-credit rights to the Administrative Agent and such assignment shall be sufficient to grant control for
the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such Contractual Obligation shall also direct all payments thereunder to a Security Cash
Collateral Account. The provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to the Administrative Agent. 


        (d)   If
any amount in excess of $100,000 payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper,
such Grantor shall take all steps necessary to grant the Administrative Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any
similar section under any equivalent UCC) and all "transferable records" as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce
Act. 


        Section 5.7    Intellectual Property.    (a) Within
60 days after any change to Schedule 6 for such Grantor, such Grantor shall provide the Administrative Agent notification thereof and the
short-form intellectual property agreements and assignments as described in this Section 5.7 and other documents that the
Administrative Agent reasonably requests with respect thereto. 


        (b)   Such
Grantor shall (and shall cause all its licensees to) (i) (1) continue to use each Trademark included in the Material Intellectual Property in order to
maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use,
(2) maintain at least the same standards of quality of products and 


11







 



services
offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable
Requirements of Law, (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent shall obtain a perfected
security interest in such other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may
become destroyed, invalidated, impaired or harmed in any way, (x) any Patent included in the Material Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated
to the public, (y) any portion of the Copyrights included in the Material Intellectual Property may become invalidated, otherwise impaired or fall into the public domain or (z) any Trade
Secret that is Material Intellectual Property may become publicly available or otherwise unprotectable. 


        (c)   Such
Grantor shall notify the Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any Material
Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, or of any adverse determination or development regarding the validity or enforceability or
such Grantor's ownership of, interest in, right to use, register, own or maintain any Material Intellectual Property (including the institution of, or any such determination or development in, any
proceeding relating to the foregoing in any Applicable IP Office). Such Grantor shall take all actions that are necessary or reasonably requested by the Administrative Agent to maintain and pursue
each application (and to obtain the relevant registration or recordation) and to maintain each registration and recordation included in the Material Intellectual Property. 


        (d)   Such
Grantor shall not knowingly do any act or omit to do any act to infringe, misappropriate, dilute, violate or otherwise impair the Intellectual Property of any other
Person. In the event that any Material Intellectual Property of such Grantor is or has been, to such Grantor's knowledge, infringed, misappropriated, violated, diluted or otherwise impaired by a third
party, such Grantor shall take such action as it reasonably deems appropriate under the circumstances in response thereto, including promptly bringing suit and recovering all damages therefor. 


        (e)   Such
Grantor shall execute and deliver to the Administrative Agent in form and substance reasonably acceptable to the Administrative Agent and suitable for
(i) filing in the Applicable IP Office the short-form intellectual property security agreements in the form attached hereto as Annex
3 for all Copyrights, Trademarks, Patents and IP Licenses of such Grantor and (ii) recording with the appropriate Internet domain name registrar, a duly executed form of
assignment for all Internet Domain Names of such Grantor (together with appropriate supporting documentation as may be requested by the Administrative Agent). 



        Section 5.8    Notices.    Such Grantor shall promptly notify
the Administrative Agent in writing of its acquisition of any interest hereafter in property that is of a type where a security interest or lien must be or may be registered, recorded or filed under,
or notice thereof given under, any federal statute or regulation. 


        Section 5.9    Notice of Commercial Tort Claims.    Such
Grantor agrees that, if it shall acquire any interest in any commercial tort claim (whether from another Person or because such commercial tort claim shall have come into existence) in excess of
$250,000, (i) such Grantor shall, immediately upon such acquisition, deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a notice
of the existence and nature of such commercial tort claim and a supplement to Schedule 1 containing a specific description of such commercial
tort claim, (ii) Section 3.1 shall apply to such commercial tort claim and (iii) such Grantor shall execute and deliver to the
Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, any document, and take all other action, deemed by the Administrative Agent to be reasonably
necessary or appropriate for the Administrative Agent to obtain, on behalf of the Lenders, a perfected security interest having at least the priority set forth in  Section 4.2 in all such commercial
tort claims. Any supplement to Schedule 1 delivered
pursuant to this Section 5.9 shall, after the receipt thereof by the Administrative Agent, become part of  Schedule 1 for all purposes hereunder
other than in respect of representations and warranties made prior to the date of such receipt. 


12









   
        Section 5.10    Compliance with Credit Agreement.    Such
Grantor agrees to comply with all covenants and other provisions applicable to it under the Credit Agreement, including Sections 2.17
(Taxes), 12.3 (Costs and Expenses) and  12.4 (Indemnities) of the Credit Agreement and agrees to the same submission to jurisdiction as that
agreed to by the Borrower in the Credit Agreement. 


        Section 5.11    UCC Article 8.    Such Grantor agrees
and covenants that (a) any Pledged Uncertificated Stock pledged hereunder are not and shall not at any time hereafter be (absent the Administrative Agent's prior written consent, which consent
may be withheld in the Administrative Agent's sole and absolute discretion) (1) governed by Article 8 of the UCC, (2) represented by a security certificate either in bearer or
registered form, (3) of a type dealt in or traded on securities exchanges or securities markets, and/or (4) an investment company security under Article 8 of the UCC; and
(b) such Grantor shall not amend or otherwise modify such Grantor's operating agreement or other equivalent agreement in violation of subsection (a) of this Section. 


ARTICLE
VI

REMEDIAL PROVISIONS 


        Section 6.1    Code and Other
Remedies.    (a) UCC Remedies. During the continuance of an Event of Default, the Administrative Agent may
exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any Secured Obligation, all rights
and remedies of a secured party under the UCC or any other applicable law. 



        (b)   Disposition of Collateral. Without limiting the generality of the foregoing, the Administrative Agent may, without demand
of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each
of which demands, defenses, advertisements and notices are hereby waived), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the
premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or
any other Person notice or opportunity for a hearing on the Administrative Agent's claim or action, (ii) collect, receive, appropriate and realize upon any Collateral and (iii) Sell,
grant option or options to purchase and deliver any Collateral (enter into Contractual Obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any
exchange, broker's board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk. The Administrative Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the UCC and other applicable
Requirements of Law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby
waived and released. 


        (c)   Management of the Collateral. Each Grantor further agrees that, during the continuance of any Event of Default,
(i) at the Administrative Agent's request, it shall assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select,
whether at such Grantor's premises or elsewhere, (ii) without limiting the foregoing, the Administrative Agent also has the right to require that each Grantor store and keep any Collateral
pending further action by the Administrative Agent and, while any such Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to
preserve and maintain such Collateral in good condition, (iii) until the Administrative Agent is able to Sell any Collateral, the Administrative Agent shall have the right to hold or use such
Collateral to the extent that it reasonably deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent and
(iv) the Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to 


13







 



enforce
any of the Administrative Agent's remedies (for the benefit of the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. The Administrative
Agent shall not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to any Collateral while such Collateral is in the possession
of the Administrative Agent. 


        (d)   Application of Proceeds. The Administrative Agent shall apply the cash proceeds of any action taken by it pursuant to
this Section 6.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or
safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys' fees and
disbursements, to the payment in whole or in part of the Secured Obligations, as set forth in the Credit Agreement, and only after such application and after the payment by the Administrative Agent of
any other amount required by any Requirement of Law, need the Administrative Agent account for the surplus, if any, to any Grantor. 


        (e)   Direct Obligation. Neither the Administrative Agent nor any other Secured Party shall be required to make any demand
upon, or pursue or exhaust any right or remedy against, any Grantor, any other Loan Party or any other Person with respect to the payment of the Obligations or to pursue or exhaust any right or remedy
with respect to any Collateral therefor or any direct or indirect guaranty thereof. All of the rights and remedies of the Administrative Agent and any other Secured Party under any Loan Document shall
be cumulative, may be exercised individually or concurrently and not exclusive of any other rights or remedies provided by any Requirement of Law. To the extent it may lawfully do so, each Grantor
absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Administrative Agent or any Lender, any valuation, stay, appraisement,
extension, redemption or similar laws and any and all rights or defenses it may have as a surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder. If any notice
of a proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other
disposition. 


        (f)    Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Administrative Agent to
exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: 



        (i)    fail
to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or
otherwise to complete raw material or work in process into finished goods or other finished products for disposition; 


        (ii)   fail
to obtain Permits, or other consents, for access to any Collateral to Sell or for the collection or Sale of any Collateral, or, if not required by other
Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; 


        (iii)  fail
to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims
against any Collateral; 


        (iv)  advertise
dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature or to contact
other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; 


        (v)   exercise
collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other
collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such 



14







 




Collateral
is of a specialized nature or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to
assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that
have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; 


        (vi)  dispose
of assets in wholesale rather than retail markets; 


        (vii) disclaim
disposition warranties, such as title, possession or quiet enjoyment; or 


        (viii) purchase
insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the
Administrative Agent a guaranteed return from the collection or disposition of any Collateral. 




Each
Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are
commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of
not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this  Section 6.1 shall be construed to grant
any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been
granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1. 


        (g)   IP Licenses.    For the purpose of enabling the Administrative Agent to exercise rights and remedies under this  Section 6.1 during the
continuance of an Event of Default (including in order to take possession of, collect, receive, assemble, process,
appropriate, remove, realize upon, Sell or grant options to purchase any Collateral) at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each
Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, (i) a nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to
such Grantor), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Grantor and access to all media in which any of the
licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) a license (without payment of rent or other compensation to such
Grantor) to use, operate and occupy all Real Property owned, operated, leased, subleased or otherwise occupied by such Grantor, which licenses shall expire only upon the cure or waiver of such Event
of Default. 


        Section 6.2    Accounts and Payments in Respect of General
Intangibles.    (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the Administrative Agent at
any time during the continuance of an Event of Default, any payment of accounts or payment in respect of general intangibles, when collected by any Grantor, shall be promptly (and, in any event,
within 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent, in a Security Cash Collateral Account, subject to withdrawal by
the Administrative Agent as provided in Section 6.4. Until so turned over, such payment shall be held by such Grantor in trust for the
Administrative Agent, segregated from other funds of such Grantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying
in reasonable detail the nature and source of the payments included in the deposit. 


        (b)   At
any time during the continuance of an Event of Default: 



        (i)    each
Grantor shall, upon the Administrative Agent's request, deliver to the Administrative Agent all original and other documents evidencing, and relating to, the
Contractual Obligations and transactions that gave rise to any account or any payment in respect of general intangibles, including all original orders, invoices and shipping receipts and notify
account debtors 



15







 

that
the accounts or general intangibles have been collaterally assigned to the Administrative Agent and that payments in respect thereof shall be made directly to the Administrative Agent; 


        (ii)   the
Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its
accounts or amounts due under general intangibles or any thereof and, in its own name or in the name of others, communicate with account debtors to verify with them to the Administrative Agent's
satisfaction the existence, amount and terms of any account or amounts due under any general intangible. In addition, the Administrative Agent may at any time enforce such Grantor's rights against
such account debtors and obligors of general intangibles; and 


        (iii)  each
Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Administrative Agent to ensure any
Internet Domain Name is registered. 




        (c)   Anything
herein to the contrary notwithstanding, each Grantor shall remain liable under each account and each payment in respect of general intangibles to observe and
perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any
obligation or liability under any agreement giving rise to an account or a payment in respect of a general intangible by reason of or arising out of any Loan Document or the receipt by any Secured
Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an account or a
payment in respect of a general intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by
any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be
entitled at any time or times. 


        Section 6.3    Pledged
Collateral.    (a) Voting Rights. During the continuance of an Event of Default, upon notice by the
Administrative Agent to the relevant Grantor or Grantors, the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged
Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion,
exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any
Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock,
the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent
may determine), all without liability except to account for property actually received by it; provided,  however, that the Administrative Agent shall have
no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible
for any failure to do so or delay in so doing. 


        (b)   Proxies. In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be
entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall within five business days execute
and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time
reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an
irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled
(including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or 


16







 



members,
as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on
the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which
proxy shall only terminate upon the payment in full of the Secured Obligations. 


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


        Section 6.4    Proceeds to be Turned over to and Held by Administrative
Agent.    Unless otherwise expressly provided in the Credit Agreement or this Security Agreement, all proceeds of any Collateral received by any Grantor hereunder in
cash or Cash Equivalents shall, upon the request of the Administrative Agent, be turned over to the Administrative Agent in the exact form received (with any necessary endorsement) within five
Business Days of such request. All such proceeds of Collateral and any other proceeds of any Collateral received by the Administrative Agent in cash or Cash Equivalents shall be held by the
Administrative Agent in a Security Cash Collateral Account. All proceeds being held by the Administrative Agent in a Security Cash Collateral Account (or by such Grantor in trust for the
Administrative Agent) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the Credit Agreement. 



        Section 6.5    Registration Rights.    (a) If, in the
commercially reasonable opinion of the Administrative Agent, it is necessary or advisable to Sell any portion of the Pledged Collateral by registering such Pledged Collateral under the provisions of
the Securities Act of 1933 (the "Securities Act"), each relevant Grantor shall cause the issuer thereof to do or cause to be done all acts as may be, in
the commercially reasonable opinion of the Administrative Agent, necessary or advisable to register such Pledged Collateral or that portion thereof to be Sold under the provisions of the Securities
Act, all as directed by the Administrative Agent in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto
and in compliance with the securities or "Blue Sky" laws of any jurisdiction that the Administrative Agent shall designate. 


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


17









   
        (c)   Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of any
portion of the Pledged Collateral pursuant to this Section 6.5 valid and binding and in compliance with all applicable Requirements of Law. Each
Grantor further agrees that a breach of any covenant contained in this Section 6.5 will cause irreparable injury to the Administrative Agent and
other Secured Parties, that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant
contained in this Section 6.5 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any
defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement. 


        Section 6.6    Deficiency.    Each Grantor shall remain liable
for any deficiency if the proceeds of any sale or other disposition of any Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorney employed by the
Administrative Agent or any other Secured Party to collect such deficiency. 


ARTICLE
VII

THE ADMINISTRATIVE AGENT 


        Section 7.1    Administrative Agent's Appointment as
Attorney-in-Fact.    (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person
thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the
name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary
or desirable to accomplish the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the
power and right, on behalf of such Grantor, without notice to or assent by such Grantor (provided that the Administrative Agent shall endeavor to give notice to such Grantor but, provided further,
that the failure to give such notice shall not in any way limit the rights of the Administrative Agent under this Section), to do any of the following when an Event of Default shall be continuing: 



        (i)    in
the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the
payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any
other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account or general
intangible or with respect to any other Collateral whenever payable; 


        (ii)   in
the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request
to evidence, effect, publicize or record the Administrative Agent's security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or
represented thereby; 


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


        (iv)  execute,
in connection with any sale provided for in Section 6.1 or  Section 6.5, any document to effect or otherwise necessary or appropriate in relation
to evidence the Sale of any Collateral; or 



18







 




        (v)   (A)
direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as
the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in
respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment,
verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction
to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against
such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith,
give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the
world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or
record such assignment and (H) generally, Sell, grant a Lien on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the
Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent's option, at any time or from time to time, all acts and things that the Administrative Agent
deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties' security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as
such Grantor might do. 




        (b)   If
any Grantor materially fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. 


        (c)   The
expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this  Section 7.1, together with interest thereon at a rate set forth in Section 2.9
(Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be
payable by such Grantor to the Administrative Agent on demand. 


        (d)   Each
Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this  Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled
with an interest and are irrevocable until this
Agreement is terminated and the security interests created hereby are released. 


        Section 7.2    Authorization to File Financing
Statements.    Each Grantor authorizes the Administrative Agent and its Related Persons, at any time and from time to time, to file or record financing statements,
amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the Administrative Agent reasonably determines appropriate
to perfect the security interests of the Administrative Agent under this Agreement, and such financing statements and amendments may described the Collateral covered thereby as "all assets of the
debtor". A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any
jurisdiction. Such Grantor also hereby ratifies its authorization for the Administrative Agent to have filed any initial financing statement or amendment thereto under the UCC (or other similar laws)
in effect in any jurisdiction if filed prior to the date hereof. 



        Section 7.3    Authority of Administrative Agent.    Each
Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, 


19







 



voting
right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the other Secured Parties, be
governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the
Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any
obligation or entitlement to make any inquiry respecting such authority. 


        Section 7.4    Duty; Obligations and
Liabilities.    (a) Duty of Administrative Agent. The Administrative Agent's sole duty with respect to the
custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own
account. The powers conferred on the Administrative Agent hereunder are solely to protect the Administrative Agent's interest in the Collateral and shall not impose any duty upon the Administrative
Agent to exercise any such powers. The Administrative Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related
Persons shall be responsible to any Grantor for any act or failure to act hereunder, except in connection with their own gross negligence or willful misconduct as finally determined by a court of
competent jurisdiction. In addition, except in connection with the Administrative Agent's gross negligence or willful misconduct, the Administrative Agent shall not be liable or responsible for any
loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person
has been selected by the Administrative Agent in good faith. 


        (b)   Obligations and Liabilities with respect to Collateral. No Secured Party and no Related Person thereof shall be liable
for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any
Grantor or any other Person or to take any other action whatsoever with regard to any Collateral. The powers conferred on the Administrative Agent hereunder shall not impose any duty upon any other
Secured Party to exercise any such powers. The other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor
any of their respective officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except in connection with their own gross negligence or
willful misconduct as finally determined by a court of competent jurisdiction. 


ARTICLE
VIII

MISCELLANEOUS 


        Section 8.1    Reinstatement.    Each Grantor agrees that, if
any payment made by any Loan Party or other Person and applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential
or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by any Secured Party to such Loan Party, its estate, trustee, receiver or any other party,
including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such
liability shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (a) any Lien or other Collateral securing such
Grantor's liability hereunder shall have been released or terminated by virtue of the foregoing or (b) any provision of the Guaranty hereunder shall have been terminated, cancelled or
surrendered, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release,
discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment. 


20







 

        Section 8.2    Release of Collateral.    (a) At the time
provided in clause (b)(iii) of Section 11.10 (Release of
Collateral or Guarantors) of the Credit Agreement, the Collateral shall be released from the Lien created hereby and this Agreement and all obligations (other than those
expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and
all rights to the Collateral shall revert to the Grantors. Each Grantor is hereby authorized to file UCC amendments at such time evidencing the termination of the Liens so released. Following any such
termination, the Administrative Agent shall promptly deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such
documents as such Grantor shall reasonably request to evidence such termination. 


        (b)   If
the Administrative Agent shall be directed or permitted pursuant to clause (i) or  (ii) of Section 11.10(b) of the Credit Agreement to release any Lien or any Collateral, such
Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such clauses
(i) and (ii). In connection therewith, the Administrative Agent shall promptly execute and deliver to such Grantor such
documents as such Grantor shall reasonably request to evidence such release. 


        (c)   At
the time provided in Section 11.10(a) of the Credit Agreement and at the request of any Grantor, a Grantor
shall be released from its obligations hereunder in the event that all the Securities of such Grantor shall be Sold to any Person that is not an Affiliate of Holdings, Borrower and the Subsidiaries of
such Borrower in a transaction permitted by the Loan Documents. 



        Section 8.3    Independent Obligations.    The obligations of
each Grantor hereunder are independent of and separate from the Secured Obligations and the Guaranteed Obligations. If any Secured Obligation or
Guaranteed Obligation is not paid when due, or upon any Event of Default, the Administrative Agent may, at its sole election, proceed directly and at once, without notice (provided that the
Administrative Agent shall endeavor to give notice to such Grantor but, provided further, that the failure to give such notice shall not in any way limit the rights of the Administrative Agent under
this Section), against any Grantor and any Collateral to collect and recover the full amount of any Secured Obligation or Guaranteed Obligation then due, without first proceeding against any other
Grantor, any other Loan Party or any other Collateral and without first joining any other Grantor or any other Loan Party in any proceeding. 


        Section 8.4    No Waiver by Course of Conduct.    No Secured
Party shall by any act (except by a written instrument pursuant to Section 8.6), delay, indulgence, omission or otherwise be deemed to have
waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power
or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured
Party would otherwise have on any future occasion. 


        Section 8.5    Amendments in Writing.    None of the terms or
provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 12.1 of the Credit
Agreement; provided, however, that annexes to this Agreement may be supplemented (but no existing
provisions may be modified and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in substantially the form of Annex 1 and  Annex 2, respectively, in each case duly executed by the Administrative Agent and each Grantor directly affected thereby. 


        Section 8.6    Additional Grantors; Additional Pledged
Collateral.    (a) Joinder Agreements. If, at the option of Borrower or as required pursuant to  Section 7.10 of the Credit Agreement, such Borrower shall cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such
Subsidiary shall 


21







 



execute
and deliver to the Administrative Agent a Joinder Agreement substantially in the form of Annex 2 and shall thereafter for all purposes be a
party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing Date. 


        (b)   Pledge Amendments. To the extent any Pledged Collateral has not been delivered as of the Closing Date, such Grantor shall
deliver a pledge amendment duly executed by the Grantor in substantially the form of Annex 1 (each, a "Pledge
Amendment"). Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. 


        Section 8.7    Notices.    All notices, requests and demands to
or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 12.11 of the Credit Agreement;  provided, however, that any such notice, request or demand to or upon any Grantor shall be addressed to
the Borrower's notice address set forth in such Section 12.11. 


        Section 8.8    Successors and Assigns.    This Agreement shall
be binding upon the successors and assigns of each Grantor and shall inure to the benefit of each Secured Party and their successors and assigns;  provided, however, that no Grantor may assign, transfer or delegate any of its rights or obligations
under this Agreement without the prior written consent of the Administrative Agent. 



        Section 8.9    Counterparts.    This Agreement may be executed
in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one
and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile
transmission or by Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof. 



        Section 8.10    Severability.    Any provision of this
Agreement being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of this Agreement
or any part of such provision in any other jurisdiction. 


        Section 8.11    Governing Law.    This Agreement and the rights
and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 



        Section 8.12    WAIVER OF JURY TRIAL.    EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO, OR DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, ANY LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED THEREIN OR RELATED THERETO (WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO RELATED PERSON 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 THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.12. 


[SIGNATURE
PAGES FOLLOW] 


22










        IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty, Pledge and Security Agreement to be duly executed and delivered as of the date first above written. 



	

 	
 	

PROS REVENUE MANAGEMENT, L.P., as a Grantor
	

 	
 	

By	

/s/  CHARLES H. MURPHY      
 Name: Charles H. Murphy

Title: Executive V.P. and C.F.O.
	

 	
 	

PROS HOLDINGS, INC., as a Grantor
	

 	
 	

By	

/s/  CHARLES H. MURPHY      
 Name: Charles H. Murphy

Title: Executive V.P. and C.F.O.
	

 	
 	

PROS REVENUE I, LLC, as a Grantor
	

 	
 	

By	

/s/  CHARLES H. MURPHY      
 Name: Charles H. Murphy

Title: Executive V.P. and C.F.O.
	

 	
 	

PROS REVENUE II, LLC, as a Grantor
	

 	
 	

By	

/s/  CHARLES H. MURPHY      
 Name: Charles H. Murphy

Title: Executive V.P. and C.F.O.





	

ACCEPTED AND AGREED

as of the date first above written:

CHURCHILL FINANCIAL LLC, as Administrative Agent	

 
	

By	

/s/  CHRIS COX    


	

 
	Name: Chris Cox

Title: MD	 










   
ANNEX 1

TO

GUARANTY, PLEDGE AND SECURITY AGREEMENT 


FORM
OF PLEDGE AMENDMENT 


        This
PLEDGE AMENDMENT, dated as of [                        , 20    ], is delivered pursuant to  Section 8.6 of the Guaranty, Pledge and Security Agreement, dated as of March 23, 2007 (the "Guaranty, Pledge and
Security Agreement"), by PROS Revenue Management, L.P., a Delaware limited partnership (the "Borrower"), the undersigned Grantor
and the other Affiliates of the Borrower from time to time party thereto as Grantors in favor of Churchill Financial LLC, as administrative agent and collateral agent for the Secured Parties referred
to therein. Capitalized terms used herein without definition are used as defined in the Guaranty, Pledge and Security Agreement. 


        The
undersigned hereby agrees that this Pledge Amendment may be attached to the Guaranty, Pledge and Security Agreement and that the Pledged Collateral listed on  Annex 1-A to this Pledge Amendment shall be
and become part of the Collateral referred to in the Guaranty, Pledge and Security Agreement and
shall secure all Obligations of the undersigned. 


        The
undersigned hereby represents and warrants that each of the representations and warranties contained in Sections 4.1,  4.2, 4.5 and 4.10 of the Guaranty, Pledge and Security
Agreement is true and correct and as of the date hereof as if made on and as of such date. 



	

 	
 	

[GRANTOR]
	

 	
 	

By:	

    
 Name: Charles H. Murphy

Title: Executive V.P. and C.F.O.




A1-1







 
Annex
1-A 


PLEDGED STOCK  



	ISSUER
 
	 	CLASS
	 	CERTIFICATE NO(S).
	 	PAR VALUE
	 	NUMBER OF SHARES, UNITS OR INTERESTS

	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 




PLEDGED DEBT INSTRUMENTS  



	ISSUER
 
	 	DESCRIPTION OF DEBT
	 	CERTIFICATE NO(S).
	 	FINAL MATURITY
	 	PRINCIPAL AMOUNT

	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 




A1-2







 


	ACKNOWLEDGED AND AGREED

as of the date first above written:	 
	

CHURCHILL FINANCIAL LLC,

    as Administrative Agent	

 
	

By:	

    
	

 
	 	Name:	 
	 	Title:	 




A1-3








   
ANNEX 2

TO

GUARANTY, PLEDGE AND SECURITY AGREEMENT 


FORM
OF JOINDER AGREEMENT 


        This
JOINDER AGREEMENT, dated as of [            , 20    ], is delivered pursuant to  Section 8.6 of the Guaranty, Pledge
and Security Agreement, dated as of March 23, 2007 (the "Guaranty, Pledge and
Security Agreement"), by PROS Revenue Management, L.P., a Delaware limited partnership (the "Borrower") and the Affiliates of
the Borrower from time to time party thereto as Grantors in favor of Churchill Financial LLC, as administrative agent and collateral agent for the Secured Parties referred to therein. Capitalized
terms used herein without definition are used as defined in the Guaranty, Pledge and Security Agreement. 


        By
executing and delivering this Joinder Agreement, the undersigned, as provided in Section 8.6 of the Guaranty, Pledge and
Security Agreement, hereby becomes a party to the Guaranty, Pledge and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and,
without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the
Secured Obligations of the undersigned, hereby mortgages, pledges and hypothecates to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the
benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and
liabilities of a Grantor thereunder. The undersigned hereby agrees to be bound as a Grantor for the purposes of the Guaranty, Pledge and Security Agreement. 


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


        The
undersigned hereby represents and warrants that each of the representations and warranties contained in Article IV of the
Guaranty, Pledge and Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date. 


        IN
WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written. 



	

 	
 	

[ADDITIONAL GRANTOR]
	

 	
 	

By:	

    
 Name:

Title:




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	ACKNOWLEDGED AND AGREED

as of the date first above written:	 
	

[EACH GRANTOR PLEDGING

ADDITIONAL COLLATERAL]	

 
	

By:	

    
 Name:

Title:	

 
	

CHURCHILL FINANCIAL LLC,

    as Administrative Agent	

 
	

By:	

    
 Name:

Title:	

 




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ANNEX 3

TO

GUARANTY, PLEDGE AND SECURITY AGREEMENT 


FORM
OF INTELLECTUAL PROPERTY SECURITY AGREEMENT(1) 


        THIS
[COPYRIGHT] [PATENT]
[TRADEMARK] SECURITY AGREEMENT, dated as of [                        ,
20    ], is made by each of the
entities listed on the signature pages hereof (each a "Grantor" and, collectively, the "Grantors"), in
favor of Churchill Financial LLC ("Churchill"), as administrative agent and collateral agent (in such capacity, together with its successors and
permitted assigns, the "Administrative Agent") for the Lenders and the L/C Issuers (as defined in the Credit Agreement referred to below). 


W
I T N E S S E T H: 


        WHEREAS,
pursuant to the Credit Agreement, dated as of March 23, 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among PROS Revenue Management, L.P. (the "Borrower") the Lenders and the L/C Issuers from time to time party thereto and Churchill,
as Administrative Agent for the Lenders and the L/C Issuers, the Lenders and the L/C Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the
conditions set forth therein; 


        WHEREAS,
each Grantor (other than the Borrower) has agreed, pursuant to a Guaranty, Pledge and Security Agreement of even date herewith in favor of the Administrative Agent (the
"Guaranty, Pledge and Security Agreement"), to guarantee the Obligations (as defined in the Credit Agreement) of the Borrower; and 


        WHEREAS,
all of the Grantors are party to the Guaranty, Pledge and Security Agreement pursuant to which the Grantors are required to execute and deliver this
[Copyright] [Patent]
[Trademark] Security Agreement; 


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


        Section 1.  Defined Terms. Capitalized terms used herein without
definition are used as defined in the Guaranty, Pledge and Security Agreement. 


        Section 2.  Grant of Security Interest in
[Copyright] [Trademark]
[Patent] Collateral. Each Grantor, as collateral security for the prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Administrative Agent for
the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and
under the following Collateral of such Grantor (the "[Copyright]
[Patent] [Trademark]
Collateral"): 


        (a)   [all
of its Copyrights and all IP Licenses providing for the grant by or to such Grantor of any right under any Copyright, including, without limitation,
those referred to on Schedule 1 hereto; 


        (b)   all
renewals, reversions and extensions of the foregoing; and 




	(1)
	Separate
agreements should be executed relating to each Grantor's respective Copyrights, Patents, and Trademarks. 


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        (c)   all
income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all
rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.] 


or



        (a)   [all
of its Patents and all IP Licenses providing for the grant by or to such Grantor of any right under any Patent, including, without limitation, those
referred to on Schedule 1 hereto; 


        (b)   all
reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; and 



        (c)   all
income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all
rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.] 


or



        (d)   [all
of its Trademarks and all IP Licenses providing for the grant by or to such Grantor of any right under any Trademark, including, without limitation,
those referred to on Schedule 1 hereto; 


        (e)   all
renewals and extensions of the foregoing; 


        (f)    all
goodwill of the business connected with the use of, and symbolized by, each such Trademark; and 


        (g)   all
income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all
rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.] 



        Section 3.  Guaranty, Pledge and Security Agreement. The security
interest granted pursuant to this [Copyright] [Patent]
[Trademark] Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant
to the Guaranty, Pledge and Security Agreement and each Grantor hereby acknowledges and agrees that the rights and remedies of the Administrative Agent with respect to the security interest in the
[Copyright] [Patent]
[Trademark] Collateral made and granted hereby are more fully set forth in the Guaranty, Pledge and Security Agreement, the
terms and provisions of which are incorporated by reference herein as if fully set forth herein. 


        Section 4.  Grantor Remains Liable. Each Grantor hereby agrees that,
anything herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in
connection with their [Copyrights] [Patents]
[Trademarks] and IP Licenses subject to a security interest hereunder. 


        Section 5.  Counterparts. This
[Copyright] [Patent]
[Trademark] Security Agreement may be executed in any number of counterparts and by different parties in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate
counterparts and attached to a single counterpart. 


        Section 6.  Governing Law. This
[Copyright] [Patent]
[Trademark] Security Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York. 


[SIGNATURE
PAGES FOLLOW] 


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



	

 	
 	

Very truly yours,
	

 	
 	

[GRANTOR]

    as Grantor
	

 	
 	

By:	

 Name: Charles H. Murphy

Title: Executive V.P. and C.F.O.





	

ACCEPTED AND AGREED

as of the date first above written:	

 
	

CHURCHILL FINANCIAL LLC,

    as Administrative Agent	

 
	

By:	

    
	

 
	 	Name:	 
	 	Title:	 




[SIGNATURE
PAGE TO [COPYRIGHT] [PATENT]
[TRADEMARK] SECURITY AGREEMENT] 


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ACKNOWLEDGMENT
OF GRANTOR 



	STATE OF TEXAS	 	 	)	 
	 	 	 	)	ss.
	COUNTY OF HARRIS	 	 	)	 





        On
this    day of                        , 2007 before me personally appeared Charles H. Murphy, proved to me on
the basis of satisfactory evidence to be the person who executed the
foregoing instrument on behalf of PROS Revenue Management, L.P., who being by me duly sworn did depose and say that he is an authorized officer of said entity, that the said instrument was signed on
behalf of said entity as authorized by its Board of Directors and that he acknowledged said instrument to be the free act and deed of said corporation. 



	
 Notary Public





[ACKNOWLEDGEMENT
OF GRANTOR FOR [COPYRIGHT]
[PATENT] [TRADEMARK] SECURITY AGREEMENT] 


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SCHEDULE I

TO

[COPYRIGHT] [PATENT]
[TRADEMARK] SECURITY AGREEMENT

[Copyright] [Patent]
[Trademark] Registrations


	A.
	REGISTERED
[COPYRIGHTS] [PATENTS]
[TRADEMARKS]








[Include Registration Number and Date] 



	B.
	[COPYRIGHT] [PATENT]
[TRADEMARK] APPLICATIONS


 [Include Application Number and Date] 



	C.
	IP
LICENSES


 [Include complete legal description of agreement (name of agreement, parties and date)] 





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