**NOW**, **THEREFORE**, in consideration of the premises and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, and to induce the NotesCollateral Agent to enter into the Indenture, and (b) to induce the Holders to purchase the Notes,the Grantors hereby agree with the Notes Collateral Agent, for the benefit of the Secured Parties,as follows:1. Defined Terms.(a) (i) Unless otherwise defined herein, terms defined in Section 1.01 of the Indenture andused herein (including terms used in the preamble and the recitals) shall have the meanings givento them in the Indenture and (ii) all terms defined in the Uniform Commercial Code from time totime in effect in the State of New York (the “NY UCC”) and not defined herein or in theIndenture shall have the meanings specified therein (and if defined in more than one article of theNY UCC, shall have the meaning specified in Article 9 thereof).(b) The rules of construction and other interpretive provisions specified in the Indentureshall apply to this Agreement, including terms defined in the preamble and recitals hereto.(c) The following terms shall have the following meanings:“After-Acquired Intellectual Property Collateral” shall have the meaning assigned tosuch term in Section 4.1(c).“Agreement” shall have the meaning assigned to such term in the preamble hereto.“Applicable Authorized Representative” shall mean the Trustee (if the Notes constitutea Series of Indebtedness with the greatest outstanding aggregate principal amount) or theAuthorized Representative representing the Series of Indebtedness with the greatest outstandingaggregate principal amount (or accreted value).“Authorized Representative” means any duly authorized representative of any holder ofOther Pari Passu Lien Obligations under any Other Pari Passu Lien Obligations Agreement designatedas “Authorized Representative” for such holder in an Other Pari Passu Lien Secured Party Consentdelivered to the Notes Collateral Agent.“Collateral” shall have the meaning assigned to such term in Section 2.“Company” shall have the meaning assigned to such term in the preamble hereto.“Copyrights” shall mean all (1) registered copyright rights in the United States,including copyrights in computer software and the content thereof, and internet web sites, (2)registrations, recordings and applications for registration of any such copyright in the UnitedStates, including registrations, recordings, supplemental registrations and pending applicationsfor registration in the United States Copyright Office, and (3) rights to obtain all renewalsthereof.“Equipment” shall mean all “equipment,” as such term is defined in Article 9 of the NYUCC, now or hereafter owned by any Grantor or to which any Grantor has rights and, in any event,shall include all machinery, equipment, furnishings, movable trade fixtures and vehicles now orhereafter owned by any Grantor or to which any Grantor has rights and any and all additions,substitutions and replacements of any of the foregoing, wherever located, together with allattachments, components, parts, equipment and accessories installed thereon or affixed thereto.“Event of Default” shall mean an “Event of Default” under and as defined in theIndenture or any Other Pari Passu Lien Obligations Agreement.“Exclusive IP Agreements” shall have the meaning assigned to such term in Section3.2(a).
 
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“Extensions of Credit” shall have the meaning assigned to such term in the recitalshereto.“General Intangibles” shall mean all “general intangibles” as such term is defined inArticle 9 of the NY UCC and, in any event, including with respect to any Grantor, all contracts,agreements, instruments and indentures in any form, and portions thereof, to which such Grantor isa party or under which such Grantor has any right, title or interest or to which such Grantor orany property of such Grantor is subject, as the same may from time to time be amended, supplementedor otherwise modified, including (1) all rights of such Grantor to receive moneys due and to becomedue to it thereunder or in connection therewith, (2) all rights of such Grantor to receive proceedsof any insurance, indemnity, warranty or guarantee with respect thereto, (3) all claims of suchGrantor for damages arising out of any breach of or default thereunder and (4) all rights of suchGrantor to terminate, amend, supplement, modify or exercise rights or options thereunder, toperform thereunder and to compel performance and otherwise exercise all remedies thereunder.“Governmental Authority” shall mean the government of the United States, Canada or anyforeign country or any multinational authority, or any state, provincial, territorial or politicalsubdivision thereof, and any entity, body or authority exercising executive, legislative, judicial,regulatory or administrative functions of or pertaining to government, including the PBGC and otherquasi-governmental entities established to perform such functions.“Grantors” shall have the meaning assigned to such term in the preamble hereto.“Intellectual Property Collateral” shall mean the Collateral constituting UnitedStates Patents, United States Trademarks and United States Copyrights set forth in Schedules 1 and2 hereto.“Intellectual Property Security Agreement” shall have the meaning assigned to suchterm in Section 4.4(e).“IP Agreements” shall mean any and all agreements, permits, consents, orders andfranchises, now or hereafter in effect, relating to the license, development, use, manufacture,distribution, sale or disclosure of any United States Copyrights, United States Patents or UnitedStates Trademarks to which any Grantor, now or hereafter, is a party.“Material Adverse Effect” shall mean an effect that results in or causes, or couldreasonably be expected to result in or cause, a material adverse effect on (1) the business,operations, results of operations, assets, liabilities or condition (financial or otherwise) of theCompany and the Restricted Subsidiaries, taken as a whole, (2) the legality, validity orenforceability of any Notes Document, (3) the ability of the Issuers and Guarantors (taken as awhole) to perform their respective obligations under the Notes Documents or (4) the rights andremedies of the Trustee, the Notes Collateral Agent or the Holders of Notes under the NotesDocuments.“Notes Collateral Agent” shall have the meaning assigned to such term in the recitalshereto.“Notes Documents” shall mean the Indenture, the Notes, the Intercreditor Agreement,the Security Documents and any other document or instrument executed pursuant thereto.
 
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“Notes Obligations” means the collective reference to (1) any principal, interest(including any interest accruing subsequent to the filing of a petition in bankruptcy,reorganization or similar proceeding at the rate provided for in the documentation with respectthereto, whether or not such interestis an allowed claim under applicable state, federal or foreign law), premium, penalties, fees,indemnifications, reimbursements (including reimbursement obligations with respect to letters ofcredit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of suchprincipal, interest, penalties, fees, indemnifications, reimbursements, damages and otherliabilities owing to the Notes Collateral Agent, the Trustee and the Holders under the Notes, theIndenture and the other Notes Documents and the due performance and compliance by the Grantors withall of the terms, conditions and agreements contained in the Notes, the Indenture and the otherNotes Documents; (2) any and all sums advanced or incurred by the Notes Collateral Agent inaccordance with the Indenture or any of the other Notes Documents in order to preserve theCollateral, preserve its security interest in the Collateral, or in the performance of its dutiesor obligations under any Notes Documents (including reasonable attorneys’ fees and expenses); and(3) in the event of any proceedings for the collection or enforcement of any indebtedness,obligations or liabilities of the Grantors referred to in clause (1) above, the expenses ofretaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing onthe Collateral, or of any exercise by the Notes Collateral Agent of its rights hereunder, togetherwith reasonable attorneys’ fees and expenses and court costs.“Notes Priority Collateral” shall have the meaning assigned to such term in theIntercreditor Agreement.“NY UCC” shall have the meaning assigned to such term in Section 1(a)(ii).“Other Pari Passu Lien Obligations” shall have the meaning assigned to such term inthe Intercreditor Agreement.“Other Pari Passu Lien Obligations Agreement” shall have the meaning assigned to suchterm in the Intercreditor Agreement.“Other Pari Passu Lien Secured Party Consent” means a consent in the form of Exhibit 4to this Agreement executed by the Authorized Representative of any holders of Other Pari Passu LienObligations pursuant to Section 7.17.“Patents” shall mean (1) patent registrations, statutory invention registrations,utility models, recordings and pending applications in the United States Patent and TrademarkOffice, and (2) all reissues, continuations, divisions, continuations-in-part, renewals orextensions thereof, and in the case of (1) and (2), all the inventions disclosed or claimed thereinand all improvements thereto, including the right to make, use and/or sell the inventions disclosedor claimed therein.“Permitted Lien” shall mean any Lien on the Collateral expressly permitted to begranted pursuant to (1) the Indenture, including, without exception, pursuant to the definition of“Permitted Liens” therein and Section 4.12 thereof and (2) each Other Pari Passu Lien ObligationsAgreement.“Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the NYUCC and, in any event, shall include with respect to any Grantor, any consideration received fromthe sale, exchange, license, lease or other Disposition of any asset or property that constitutesCollateral, any value received as a consequence of the possession of any Collateral and any paymentreceived from any insurer or other person or entity as a result of the destruction, loss, theft,damage or other involuntary conversion of whatever nature of any asset or property that constitutesCollateral, and shall include (1) all cash and negotiable instruments received by or held on behalfof the Notes Collateral Agent, (2) any claim of any Grantor against any third party for (and theright to sue and recover for and the rights to damages or profits due or accrued arising out of orin connection with) (A) past, present or future infringement or dilution, where applicable, of anyPatent, Trademark, Copyright or Trade Secret, now or hereafter owned by anyGrantor, or licensed under an IP Agreement or injury to the goodwill associated with orsymbolized by any Trademark now or hereafter owned by any Grantor, and (B) past, present or futurebreach of any IP Agreement and (3) any and all other amounts from time to time paid or payableunder or in connection with any of the Collateral.
 
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“Registered Intellectual Property” shall have the meaning set forth in Section 3.2.“Revolving Collateral Agent” shall have the meaning assigned to such term in theIntercreditor Agreement.“Revolving Liens” shall mean Liens securing the obligations outstanding under theRevolving Loan Documents.“Revolving Loan Documents” shall have the meaning assigned to such term in theIntercreditor Agreement.“Revolving Priority Collateral” shall have the meaning assigned to such term in theIntercreditor Agreement.“Secured Obligations” means the collective reference to the Notes Obligations andOther Pari Passu Lien Obligations.“Secured Parties” means (1) the Holders, (2) the Trustee, (3) the Notes CollateralAgent, (4) the holders of any Other Pari Passu Lien Obligations, (5) any Authorized Representative,(6) the beneficiaries of each indemnification obligation under any Notes Document and (7) thesuccessors and assigns of each of the foregoing.“Security Interest” shall have the meaning assigned to such term in Section 2(a).“Series of Indebtedness” means any Indebtedness (including Indebtedness under theNotes) that constitute Secured Obligations and is represented by a common Authorized Representativeor (in the case of Indebtedness under the Notes) by the Trustee.“Subsidiary Grantors” shall have the meaning assigned to such term in the preamblehereto.“Trade Secrets” shall mean all confidential and proprietary information, includingknow-how, trade secrets, manufacturing and production processes and techniques, inventions,research and development information, databases and data, including, without limitation, technicaldata, financial, marketing and business data, pricing and cost information, business and marketingplans and customer and supplier lists and information, created under and governed by U.S. law.“Trademarks” shall mean (1) all United States registered trademarks, service marks,domain names, trade names, corporate names, company names, business names, fictitious businessnames, trade styles, trade dress, logos, slogans, other source or business identifiers, nowexisting or hereafter adopted or acquired, and all recordings and applications for registrationfiled in connection with the foregoing, including registrations, recordings and applications forregistration in the United States Patent and Trademark Office and all common-law rights relatedthereto, (2) all goodwill associated therewith or symbolized thereby and (3) all extensions orrenewals thereof.
 
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“Vehicles” shall mean all cars, trucks, trailers, and other vehicles covered by acertificate of title law of any state and all tires and other appurtenances to any of theforegoing.(d) Where the context requires, terms relating to the Collateral or any part thereof, whenused in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant partthereof.2. Grant of Security Interest.(a) As security for the prompt and complete payment when due (whether at the stated maturity,by acceleration or otherwise) of the Secured Obligations, each Grantor hereby transfers, assignsand pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and herebygrants to the Notes Collateral Agent, for the benefit of the Secured Parties, a security interestin and continuing lien on (the “Security Interest”) all of such Grantor’s right, title andinterest in (subject only to Permitted Liens) and to all of the following, whether now owned oranytime hereafter acquired or existing (collectively, the “Collateral”):(i) all Accounts;(ii) all cash;(iii) all Chattel Paper;(iv) all Commercial Tort Claims described in Schedule 3 to this Agreement;(v) all Deposit Accounts;(vi) all Documents;(vii) all Equipment;(viii) all Fixtures;(ix) all General Intangibles;(x) all Goods;(xi) all Instruments;(xii) all Patents, Trademarks, Copyrights and Trade Secrets;(xiii) all Inventory;(xiv) all Investment Property;(xv) all letters of credit;(xvi) all Letter-of-Credit Rights;(xvii) all Money;(xviii) all Securities Accounts;
 
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(xix) all books and records pertaining to the Collateral; and(xx) to the extent not otherwise included, all Supporting Obligations, Proceeds andproducts of any and all of the foregoing and all collateral security and guarantees given byany Person with respect to the foregoing;provided, however, that notwithstanding any other provision of this Agreement theCollateral shall not include any Excluded Assets.Notwithstanding anything to the contrary in this Agreement or any other Notes Document, theCapital Stock and other securities of any direct or indirect Subsidiary of the Company that areowned by the Company or any Guarantor will constitute Collateral only to the extent that suchCapital Stock and other securities can secure the Notes and/or the Guarantees without Rule 3-10 orRule 3-16 of Regulation S-X under the Securities Act (or any other law, rule or regulation)requiring separate financial statements of such Subsidiary to be filed with the SEC (or any othergovernmental agency). In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under theSecurities Act requires or is amended, modified or interpreted by the SEC to require (or isreplaced with another rule or regulation, or any other law, rule or regulation is adopted, whichwould require) the filing with the SEC (or any other governmental agency) of separate financialstatements of any Subsidiary of the Company due to the fact that such Subsidiary’s Capital Stockand other securities secure the Notes and/or the Guarantees, then the Capital Stock and othersecurities of such Subsidiary shall automatically be deemed not to be part of the Notes Collateral(but only to the extent necessary to not be subject to such requirement). In such event, theSecurity Documents may be amended or modified, without the consent of the Trustee, the NotesCollateral Agent, any Holder of Notes or any holder of Other Pari Passu Lien Obligations, to theextent necessary to release the first-priority security interests in the shares of Capital Stockand other securities that are so deemed to no longer constitute part of the Notes Collateral.In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act isamended, modified or interpreted by the SEC to permit (or is replaced with another rule orregulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’sCapital Stock and other securities to secure the Notes and/or the Guarantees in excess of theamount then pledged without the filing with the SEC (or any other governmental agency) of separatefinancial statements of such Subsidiary, then the Capital Stock and other securities of suchSubsidiary shall automatically be deemed to be a part of the Notes Collateral (but only to theextent necessary to not be subject to any such financial statement requirement). In such event, theSecurity Documents may be amended or modified, without the consent of the Trustee, the NotesCollateral Agent, any Holder of Notes or any holder of Other Pari Passu Lien Obligations, to theextent necessary to subject to the Liens under the Security Documents such additional Capital Stockand other securities.(b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent at any time and fromtime to time to file in any relevant jurisdiction any initial financing statements (includingfixture filings) with respect to the Collateral or any part thereof and amendments thereto andcontinuations thereof that contain the information required by Article 9 of the Uniform CommercialCode of each applicable jurisdiction for the filing of any financing statement or amendment orcontinuation, including whether such Grantor is an organization, the type of organization and anyorganizational identification number issued to such Grantor. Such financing statements maydescribe the Collateral in the same manner as described herein or may contain an indication ordescription of collateral that describes such property in any other manner such as “all assets” or“all personal property, whether now owned or hereafter acquired” of such Grantor or words ofsimilar effect as being of an equal or lesser scope or with greater detail and in the case of afinancing statement filed as a fixture filing or covering the Collateral constituting minerals orthe like to be extracted or timber to be cut, a sufficient description of the real property towhich such Collateral relates. Each Grantor agrees to provide such information to the NotesCollateral Agent promptly upon request.
 
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Each Grantor also ratifies any authorization previously given in writing to the NotesCollateral Agent to file in any relevant jurisdiction any initial financing statements oramendments thereto or continuations thereof if filed prior to the date hereof.The Notes Collateral Agent is further authorized to file with the United States Patent andTrademark Office or United States Copyright Office (or any successor office) such documents as maybe necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing,protecting or providing notice of the Security Interests granted by each Grantor hereunder, andnaming any Grantor or the Grantors as debtors and the Notes Collateral Agent as secured party.This Agreement secures the payment of all the Secured Obligations. Without limiting thegenerality of the foregoing, this Agreement secures the payment of all amounts that constitute partof the Secured Obligations and would be owed to the Notes Collateral Agent or the Secured Partiesbut for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy,reorganization or similar proceeding involving any Grantor.The Security Interests created hereby are granted as security only and shall not subject theNotes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligationor liability of any Grantor with respect to or arising out of the Collateral.3. Representations And Warranties.Each Grantor hereby represents and warrants to the Notes Collateral Agent and each SecuredParty that:3.1. Title; No Other Liens. Except for (a) the Security Interest granted to the NotesCollateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement, (b) the NotesLiens, and (c) other Permitted Liens, such Grantor owns each item of the Collateral free and clearof any and all Liens or claims of others. To the knowledge of such Grantor, no action orproceeding seeking to limit, cancel or question the validity of such Grantor’s ownership interestin the Collateral, that could reasonably be expected to result in a Material Adverse Effect, ispending or threatened. None of the Grantors has filed or consented to the filing of any (x)security agreement, financing statement or analogous document under the Uniform Commercial Code orany other applicable laws covering any Collateral, (y) assignment for security in which any Grantorassigns any Collateral or any security agreement or similar instrument covering any Collateral withthe United States Patent and Trademark Office or the United States Copyright Office, which securityagreement, financing statement or similar instrument or assignment is still in effect or (z)assignment for security in which any Grantor assigns any Collateral or any security agreement orsimilar instrument covering any Collateral with any foreign governmental, municipal or otheroffice, which financing statement or analogous document, assignment, security agreement or similarinstrument is still in effect, except in the case of each of clauses (x), (y) and (z) above, suchas have been filed in favor of the Notes Collateral Agent pursuant to this Agreement and the otherNotes Documents, any Other Pari Passu Lien Obligations Agreement, or with respect to the RevolvingLiens, in favor of the Revolving Collateral Agent to secure the obligations under the RevolvingLoan Documents, or are filed in respect of other Permitted Liens.
 
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3.2. Intellectual Property.(a) The Intellectual Property Collateral set forth on (i) Schedule 1 hereto is a true andcorrect list of all United States federal issued patents, pending patent applications, trademarkregistrations, pending trademark applications, copyright registrations (collectively, the“Registered Intellectual Property”), in each case, owned by a Grantor in its name as of thedate hereof, and indicating for each such item, as applicable, the application and/or registrationnumber, date and jurisdiction of filing and/or issuance, the identity of the current applicant orregistered owner, and (ii) Schedule 2 hereto is a true and correct list of all IP Agreements whichaccounted for aggregate revenue to the Company or any of its Subsidiaries of more than $5,000,000during the Company’s 2009 fiscal year (other than non-exclusive license agreements or licenses ofcommercially available off-the-shelf software), in which a Grantor is, as of the date hereof, theexclusive licensee of any United States patent, patent application, trademark registration orapplication for registration, copyright registration or application for registration (collectively,the “Exclusive IP Agreements”).(b) Except as would not reasonably be expected to result in a Material Adverse Effect, theIntellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceablein whole or in part.(c) Except as would not reasonably be expected to result in a Material Adverse Effect, to suchGrantor’s knowledge, no Person is engaging in any activity that infringes, misappropriates, orotherwise violates the Intellectual Property Collateral or the Grantor’s rights in or use thereof.(d) Except as would not reasonably be expected to result in a Material Adverse Effect, to suchGrantor’s knowledge, no breach or default of any IP Agreement shall be caused by any of thefollowing, and none of the following shall limit or impair the ownership, use, validity orenforceability of, or any rights of such Grantor in, any Intellectual Property Collateral: (i) theconsummation of the transactions contemplated by any Notes Document or (ii) any holding, decision,judgment or order rendered by any Governmental Authority.3.3. Perfected Security Interests.(a) Subject to the limitations set forth in clause (b) of this Section 3.3, the SecurityInterests granted pursuant to this Agreement (i) will constitute valid perfected security interestsin the Collateral in favor of the Notes Collateral Agent, for the benefit of the Secured Parties,as collateral security for the Secured Obligations, upon (A) in the case of Collateral in which asecurity interest may be perfected by filing a financing statement under the Uniform CommercialCode of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” andthe Notes Collateral Agent as “secured party” and describing the Collateral in the applicablefiling offices, (B) in the case of Instruments, Chattel Paper and Certificated Securities, theearlier of the delivery thereof to the Notes Collateral Agent and the filing of the financingstatements referred to in clause (A), and/or (C) in the case of Intellectual Property Collateral,the completion of the filing, registration and recording of fully executed agreements in the formof the Intellectual Property Security Agreement set forth in Exhibit 3 hereto (x) in the UnitedStates Patent and Trademark Office and (y) in the United States Copyright Office, and (ii) subjectto the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral otherthan Permitted Liens having priority over the Notes Collateral Agent’s Lien by operation of law orotherwise as permitted under the Indenture.
 
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(b) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfectthe Security Interests created hereby by any means other than (i) filings pursuant to the UniformCommercial Code, (ii) filings with United States’ governmental offices with respect to RegisteredIntellectual Property, (iii) in the case of Collateral that constitutes Tangible Chattel Paper,Instruments, Certificated Securities or Negotiable Documents, in each case, to the extent includedin the Collateral and if the value of any such Instrument, Negotiable Document, CertificatedSecurity or Tangible Chattel Paper exceeds $5,000,000 (individually), delivery to the NotesCollateral Agent (or its non-fiduciary agent or designee) to be held in its possession in theUnited States, provided that in no event shall any Certificated Security of any ForeignSubsidiary be required to be delivered, (v) in the case of Collateral that consists ofLetter-of-Credit Rights, taking the actions specified in Section 4.5 and (vi) in the case ofCollateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. NoGrantor shall be required to (x) enter into any security agreements governed under foreign law or(y) take any other actions in any foreign jurisdiction or required by foreign law to create anySecurity Interest in Collateral located or titled outside the United States or to perfect or makeenforceable any Security Interest.(c) It is understood and agreed that the Security Interests created hereby shall not preventthe Grantors from using the Collateral in the ordinary course of their respective businesses or asotherwise permitted by the Indenture.(d) The Perfection Certificate has been duly prepared, completed and executed and theinformation set forth therein (including (i) the exact legal name of each Grantor and (ii) thejurisdiction of organization of each Grantor) is correct and complete as of the Closing Date.3.4. Accounts. No amount payable in excess of $5,000,000 to such Grantor under or inconnection with any Account is evidenced by any Instrument or Chattel Paper that has not beendelivered to the Notes Collateral Agent, properly endorsed for transfer, to the extent delivery isrequired by the US Pledge Agreement.4. Covenants.Each Grantor hereby covenants and agrees with the Notes Collateral Agent and the SecuredParties that, from and after the date of this Agreement until the Termination Date:4.1. Maintenance of Perfected Security Interest; Further Documentation.(a) Such Grantor shall maintain the Security Interests created hereby as perfected securityinterests (subject to any Permitted Lien and the terms of the Intercreditor Agreement) and shalldefend the Security Interests created hereby and the priority thereof against the claims anddemands not expressly permitted by the Indenture and each Other Pari Passu Lien ObligationsAgreement of all Persons whomsoever.(b) Such Grantor will furnish to the Notes Collateral Agent from time to time statements andschedules further identifying and describing the assets and property of such Grantor and such otherreports in connection therewith as the Notes Collateral Agent may reasonably request.(c) Each Grantor agrees that should it, after the date hereof, obtain an ownership interest inany Registered Intellectual Property that would, had it been owned on the date hereof, beconsidered a part of the Intellectual Property Collateral or should it become a party to any IPAgreement which accounted for aggregate revenue to the Company or any of its Subsidiaries of morethan $5,000,000 during the Company’s 2009 fiscal year, or any other subsequent fiscal year, thatwould, had such Grantor been a party to it on the date hereof, be considered an Exclusive IPAgreement (“After-Acquired Intellectual Property Collateral”), such After-AcquiredIntellectual Property Collateral shall automatically become part of the Intellectual PropertyCollateral, subject to the terms and conditions of this Agreement with respect thereto. Inaddition, such Grantor shall, within the time period specified in
 
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Section 4.03(a)(i) of the Indenture after the end of each fiscal year, and within the time period specified inSection 4.03(a)(ii) of the Indenture after the end of each of the first three fiscal quarters ofeach fiscal year, execute and deliver to the Notes Collateral Agent agreements substantially in theform of Exhibits 2 and 3 hereto covering such After-Acquired Intellectual Property Collateral, withthe agreement substantially in the form of Exhibit 3 hereto to be recorded with the United StatesPatent and Trademark Office, the United States Copyright Office and any other GovernmentalAuthorities located in the United States necessary to perfect the Security Interest hereunder inany such After-Acquired Intellectual Property Collateral which is United States RegisteredIntellectual Property.(d) Subject to clause (e) below and Section 3.3(b), each Grantor agrees that at any time andfrom time to time, at the expense of such Grantor, it will execute any and all further documents,financing statements, agreements and instruments, and take all such further actions (including thefiling and recording of financing statements and other documents), which may be required under anyapplicable law, or which the Notes Collateral Agent or the Applicable Authorized Representative mayreasonably request, in order (x) to grant, preserve, protect and perfect the validity and priorityof the Security Interests created or intended to be created hereby or (y) to enable the NotesCollateral Agent to exercise and enforce its rights and remedies hereunder with respect to anyCollateral, including the filing of any financing or continuation statements under the UniformCommercial Code in effect in any jurisdiction with respect to the Security Interests createdhereby, all at the expense of such Grantor. Without limiting the generality of the foregoing, suchGrantor shall comply with Section 4.19 of the Indenture.(e) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to anyassets acquired by such Grantor after the date hereof that are required by the Indenture or anyOther Pari Passu Lien Obligations Agreement to be subject to the Lien created hereby or (ii) withrespect to any Person that, subsequent to the date hereof, becomes a Domestic Subsidiary of any ofthe US Issuers that is required by the Indenture or any Other Pari Passu Lien Obligations Agreementto become a party hereto, the relevant Grantor after the acquisition or creation thereof shallpromptly take all actions required by the Indenture or this Section 4.1.4.2. Changes in Locations, Name, etc. Each Grantor will furnish to the NotesCollateral Agent prompt written notice of any change in its (i) organizational name, (ii)jurisdiction of organization or formation, (iii) identity or organizational structure, or (iv)organizational identification number. Each Grantor agrees to make all filings under the UniformCommercial Code or otherwise that are required by applicable law in the United States of America inorder for the Notes Collateral Agent to continue at all times following such change to have avalid, legal and perfected Security Interest in all of the Collateral (subject to Permitted Liens,the Other Pari Passu Lien Obligations and the terms of the Intercreditor Agreement).4.3. Notices.(a) Each Grantor will advise the Notes Collateral Agent, in reasonable detail, of any Lien ofwhich it has knowledge (other than the Security Interests created hereby and the Notes Liens andother Permitted Liens) on any of the Collateral which would adversely affect, in any materialrespect, the ability of the Notes Collateral Agent to exercise any of its remedies hereunder.(b) Upon the occurrence and during the continuation of any Event of Default, and after writtennotice is delivered to the applicable Grantor, all insurance payments in respect of any Equipmentshall be paid to and applied by the Notes Collateral Agent as specified in Section 5.4.
 
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4.4. Intellectual Property.(a) With respect to each item of Intellectual Property Collateral owned by each Grantor, eachGrantor agrees to take, at its expense, all commercially reasonable steps, including, asapplicable, in the United States Patent and Trademark Office, the United States Copyright Officeand any other Governmental Authority located in the United States, to (i) maintain the validity andenforceability of such Intellectual Property Collateral and maintain such Intellectual PropertyCollateral in full force and effect, and (ii) pursue the registration and maintenance of eachPatent, Trademark, or Copyright registration or application for registration, now or hereafterincluded in such Intellectual Property Collateral of such Grantor, in each case, except to theextent such Grantor determines in its reasonable business judgment that the pursuit or maintenanceof such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’sbusiness.(b) Such Grantor shall (and shall cause all its licensees to), in such Grantor’s reasonablebusiness judgment (i) (1) continue to use each Trademark included in the Intellectual PropertyCollateral in order to maintain such Trademark in full force and effect with respect to each classof goods for which such Trademark is currently used, free from any claim of abandonment fornon-use, (2) maintain at least the same standards of quality of products and services offered undersuch Trademark as are currently maintained, (3) use such Trademark with the appropriate notice ofregistration and all other notices and legends to the extent required by applicable law, (4) notadopt or use any other Trademark that is confusingly similar or a colorable imitation of suchTrademark unless the Notes Collateral Agent shall obtain a perfected Security Interest in suchother 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 Intellectual Property Collateral maybecome forfeited, misused, unenforceable, abandoned or dedicated to the public or (y) any portionof the Copyrights included in the Intellectual Property Collateral may become invalidated,otherwise impaired or fall into the public domain, except in each case to the extent failure to doany of the foregoing would not reasonably be expected to result in a Material Adverse Effect.(c) No Grantor shall discontinue use of or otherwise abandon any owned Intellectual PropertyCollateral unless such Grantor shall have previously determined that such use or the pursuit ormaintenance of such Intellectual Property Collateral is no longer desirable in the conduct of suchGrantor’s business, except to the extent failure to do so would not reasonably be expected toresult in a Material Adverse Effect.(d) In the event that any Grantor becomes aware after the date hereof that any item of itsmaterial Intellectual Property Collateral is being infringed or misappropriated by a third party inany way that would reasonably be expected to have a Material Adverse Effect, such Grantor shallpromptly notify the Notes Collateral Agent and take such actions, at its expense, as such Grantordeems reasonable and appropriate under the circumstances to protect or enforce such IntellectualProperty Collateral, including, if such Grantor deems it necessary, suing for infringement ormisappropriation and for an injunction against such infringement or misappropriation.(e) With respect to its United States Registered Intellectual Property owned by such Grantorin its own name on the date hereof, each Grantor agrees to execute or otherwise authenticate anagreement, in substantially the form set forth in Exhibit 3 hereto (an “Intellectual PropertySecurity Agreement”), for recording the Security Interest granted hereunder to the NotesCollateral Agent in such United States Registered Intellectual Property with the United StatesPatent and Trademark Office, the United States Copyright Office and any other GovernmentalAuthorities located in the United States necessary to perfect the Security Interest hereunder insuch Registered Intellectual Property, except to the extent failure to do so would not reasonablybe expected to result in a Material Adverse Effect.
 
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4.5. Letter-of-Credit Rights. Subject to the Intercreditor Agreement, if any Grantoris or becomes the beneficiary of a letter of credit having a face amount in excess of $5,000,000,which Letter-of-Credit Rights are not Supporting Obligations with respect to any Collateral inwhich the Security Interest is perfected, such Grantor shall promptly notify the Notes CollateralAgent thereof and such Grantor shall, at the request of the Notes Collateral Agent, pursuant to anagreement in form and substance reasonably satisfactory to the Notes Collateral Agent, usecommercially reasonable efforts to cause the issuer and/or confirmation bank to either (i) consentto the assignment of any Letter-of-Credit Rights to the Notes Collateral Agent or (ii) agree todirect all payments thereunder following the occurrence and during the continuance of an Event ofDefault to an account as directed by the Notes Collateral Agent for application to the SecuredObligations, in accordance with the provisions of the Indenture.4.6. Commercial Tort Claims. As of the date hereof, each Grantor hereby representsand warrants that it holds no Commercial Tort Claim in excess of $5,000,000 other than those listedin Schedule 3 hereto. If any Grantor shall at any time after the date hereof hold or acquire a newCommercial Tort Claim, such Grantor shall, within the time period specified in Section 4.03(a)(i)of the Indenture after the end of each fiscal year, and within the time period specified in Section4.03(a)(ii) of the Indenture after the end of each of the first three fiscal quarters of eachfiscal year, execute and deliver to the Notes Collateral Agent agreements granting to the NotesCollateral Agent a Security Interest therein (subject to the terms of the Intercreditor Agreement)and in the Proceeds thereof, all upon the terms of this Agreement, with such agreement to be inform and substance reasonably satisfactory to the Notes Collateral Agent. The requirement in thepreceding sentence shall not apply to the extent that the amount of each such Commercial Tort Claimheld by a Grantor does not exceed $5,000,000 or to the extent such Grantor shall have previouslynotified the Notes Collateral Agent with respect to any previously held or acquired Commercial TortClaims.5. Remedial Provisions.5.1. [Reserved].5.2. Communications with Obligors; Grantors Remain Liable.(a) The Notes Collateral Agent in its own name or in the name of others may at any time afterthe occurrence and during the continuation of an Event of Default, after giving reasonable writtennotice to the relevant Grantor of its intent to do so, communicate with obligors under the Accountsto verify with them to the Notes Collateral Agent’s satisfaction the existence, amount and terms ofany Accounts. The Notes Collateral Agent shall have the absolute right to share any information itgains from such inspection or verification with any Secured Party.(b) Upon the written request of the Notes Collateral Agent at any time after the occurrenceand during the continuation of an Event of Default, each Grantor shall notify obligors on theAccounts that the Accounts have been assigned to the Notes Collateral Agent, for the benefit of theSecured Parties, and that payments in respect thereof shall be made directly to the NotesCollateral Agent and may enforce such Grantor’s rights against such obligors.(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable undereach of the Accounts to observe and perform all the conditions and obligations to be observed andperformed by it thereunder, all in accordance with the terms of any agreement giving rise thereto.Neither the Notes Collateral Agent nor any Secured Party shall have any obligation or liabilityunder any Account (or any agreement giving rise thereto) by reason of or arising out of thisAgreement or the receipt by the Notes Collateral Agent or any Secured Party of any payment relatingthereto, nor shall the Notes Collateral Agent or any Secured Party be obligated in any manner toperform any of the obligations of anyGrantor under or pursuant to any Account (or any agreement giving rise thereto), to make anypayment, to make any inquiry as to the nature or the sufficiency of any payment received by it oras to the sufficiency of any performance by any party thereunder, to present or file any claim, totake any action to enforce any performance or to collect the payment of any amounts which may havebeen assigned to it or to which it may be entitled at any time or times.
 
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5.3. Proceeds to be Turned Over To Notes Collateral Agent. In addition to the rightsof the Notes Collateral Agent and the other Secured Parties specified in Section 5.1 with respectto payments of Accounts, if an Event of Default shall occur and be continuing and the NotesCollateral Agent so requires by notice in writing to the relevant Grantor (it being understood thatthe exercise of remedies by the Secured Parties in connection with an Event of Default underSection 6.01(a)(6) or (7) of the Indenture shall be deemed to constitute a request by the NotesCollateral Agent for the purposes of this sentence and in such circumstances, no such writtennotice shall be required), all Proceeds received by any Grantor consisting of cash, checks andother near-cash items shall be held by such Grantor in trust for the Notes Collateral Agent and theother Secured Parties, segregated from other funds of such Grantor, and shall, forthwith uponreceipt by such Grantor, be turned over to the Notes Collateral Agent in the exact form received bysuch Grantor (duly endorsed by such Grantor to the Notes Collateral Agent, if required). AllProceeds received by the Notes Collateral Agent hereunder shall be held by the Notes CollateralAgent in a Collateral Account maintained under its sole dominion and control and on terms andconditions reasonably satisfactory to the Notes Collateral Agent. All Proceeds while held by theNotes Collateral Agent in a Collateral Account (or by such Grantor in trust for the NotesCollateral Agent and the other Secured Parties) shall continue to be held as collateral securityfor all the Secured Obligations and shall not constitute payment thereof until applied as providedin Section 5.4.5.4. Application of Proceeds.(a) Subject to the terms of the Intercreditor Agreement and except as expressly providedelsewhere in this Agreement or any other Notes Document, all proceeds received by the NotesCollateral Agent in respect of any sale of, collection from or other realization upon all or anypart of the Collateral shall be applied as follows:(i) FIRST, to the payment of all reasonable and documented out-of-pocket costs andexpenses incurred by the Notes Collateral Agent or Trustee in connection with such sale,collection or realization or otherwise in connection with this Agreement, the other SecurityDocuments or any of the Secured Obligations, including all court costs and the reasonableand documented fees and expenses of its agents and legal counsel, the repayment of alladvances made by the Notes Collateral Agent hereunder or under any other Security Documenton behalf of any Grantor and any other reasonable and documented out-of-pocket costs orexpenses incurred in connection with the exercise of any right or remedy hereunder or underany other Security Document and other amounts due to the Trustee and the Notes CollateralAgent under Section 7.07 of the Indenture or Article 11 of the Indenture;(ii) SECOND, to Holders and the holders of any Other Pari Passu Lien Obligations foramounts due and unpaid on the Notes Obligations and any Other Pari Passu Lien Obligationsfor the principal, premium, if any, and interest ratably, without preference or priority ofany kind, according to the amounts due and payable on the Notes Obligations and any OtherPari Passu Lien Obligations for principal, premium, if any, and interest, respectively,owing to them on the date of any such distribution;
 
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(iii) THIRD, without duplication, to Secured Parties for any other Secured Obligationsowing to the Secured Parties under the Notes Documents and any Other Pari Passu LienObligations Agreement; and(iv) FOURTH, to the Grantors or as otherwise directed by a court of competentjurisdiction.(b) In making the determination and allocations required by this Section 5.4, the NotesCollateral Agent may conclusively rely upon information supplied by (i) the Trustee as to theamounts of unpaid principal and interest and other amounts outstanding with respect to the NotesObligations and (ii) the Applicable Authorized Representative as to the amounts of unpaid principaland interest and other amounts outstanding with respect to such Other Pari Passu Lien Obligationsand the Notes Collateral Agent shall have no liability to any of the Secured Parties for actionstaken in reliance on such information; provided that nothing in this sentence shall preventany Grantor from contesting any amounts claimed by any Secured Party in any information sosupplied. All distributions made by the Notes Collateral Agent pursuant to this Section 5.4 shallbe (subject to any decree of any court of competent jurisdiction) final (absent manifest error),and the Notes Collateral Agent shall have no duty to inquire as to the application by the Trustee,or an Authorized Representative of any amounts distributed to such Person.(c) If, despite the provisions of this Agreement, any Secured Party shall receive any paymentor other recovery in excess of its portion of payments on account of the Secured Obligations towhich it is then entitled in accordance with this Agreement, such Secured Party shall hold suchpayment or other recovery in trust for the benefit of all Secured Parties hereunder fordistribution in accordance with this Section 5.4.(d) Upon any sale of the Collateral by the Notes Collateral Agent (including pursuant to apower of sale granted by statute or under a judicial proceeding), the receipt of the NotesCollateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaseror purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated tosee to the application of any part of the purchase money paid over to the Notes Collateral Agent orsuch officer or be answerable in any way for the misapplication thereof.5.5. Code and Other Remedies. If an Event of Default shall occur and be continuing,subject to the terms of the Intercreditor Agreement, the Notes Collateral Agent may exercise inrespect of the Collateral, in addition to all other rights and remedies provided for herein orotherwise available to it, all the rights and remedies of a secured party upon default under the NYUCC or any other applicable law or in equity and also may without demand of performance or otherdemand, presentment, protest, advertisement or notice of any kind except as specified below, sellthe Collateral or any part thereof in one or more parcels at public or private sale, at anyexchange broker’s board or at any of the Notes Collateral Agent’s offices or elsewhere, for cash,on credit or for future delivery, at such price or prices and upon such other terms as arecommercially reasonable irrespective of the impact of any such sales on the market price of theCollateral. The Notes Collateral Agent shall be authorized at any such sale (if it deems itadvisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons whowill represent and agree that they are purchasing the Collateral for their own account forinvestment and not with a view to the distribution or sale thereof, and, upon consummation of anysuch sale, the Notes Collateral Agent shall have the right to assign, transfer and deliver to thepurchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall holdthe property sold absolutely free from any claim or right on the part of any Grantor, and eachGrantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stayand/or appraisal that it now has or may at any time in the future have under any rule of law orstatute now existing or hereafter enacted. The Notes
 
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Collateral Agent or any Secured Party shall have the right upon any such public sale, and, to the extent permitted byapplicable law, upon any such private sale, to purchase the whole or any part of the Collateral sosold, and the Notes Collateral Agent or such Secured Party may, subject to (x) the satisfaction infull in cash of all payments due pursuant to Section 5.4(a)(i) hereof and (y) the satisfaction ofthe Secured Obligations in accordance with the priorities set forth in Section 5.4(a) hereof, paythe purchase price by crediting the amount thereof against the Secured Obligations. Each Grantoragrees that, to the extent notice of sale shall be required by law, at least ten days’ notice tosuch Grantor of the time and place of any public sale or the time after which any private sale isto be made shall constitute reasonable notification. The Notes Collateral Agent shall not beobligated to make any sale of Collateral regardless of notice of sale having been given. The NotesCollateral Agent may adjourn any public or private sale from time to time by announcement at thetime and place fixed therefor, and such sale may, without further notice, be made at the time andplace to which it was so adjourned. To the extent permitted by applicable law, each Grantor herebywaives any claim against the Notes Collateral Agent arising by reason of the fact that the price atwhich any Collateral may have been sold at such a private sale was less than the price that mighthave been obtained at a public sale, even if the Notes Collateral Agent accepts the first offerreceived and does not offer such Collateral to more than one offeree. Each Grantor further agrees,at the Notes Collateral Agent’s request, to assemble the Collateral and make it available to theNotes Collateral Agent at places which the Notes Collateral Agent shall reasonably select, whetherat such Grantor’s premises or elsewhere. The Notes Collateral Agent shall apply the net proceedsof any action taken by it pursuant to this Section 5.5 in accordance with the provisions of Section5.4 hereof. As an alternative to exercising the power of sale herein conferred upon it, the NotesCollateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement andto sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courtshaving competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any salepursuant to the provisions of this Section 5.5 shall be deemed to conform to the commerciallyreasonable standards as provided in Section 9-610(b) of the NY UCC or its equivalent in otherjurisdictions.5.6. Deficiency. Each Grantor shall remain liable for any deficiency if the proceedsof any sale or other disposition of the Collateral are insufficient to pay the Secured Obligationsand the fees and disbursements of any attorneys employed by the Notes Collateral Agent or anySecured Party to collect such deficiency.5.7. Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. EachGrantor shall remain obligated hereunder notwithstanding that, without any reservation of rightsagainst any Grantor and without notice to or further assent by any Grantor, (a) any demand forpayment of any of the Secured Obligations made by the Notes Collateral Agent or any other SecuredParty may be rescinded by such party and any of the Secured Obligations continued, (b) the SecuredObligations, or the liability of any other party upon or for any part thereof, or any collateralsecurity or guarantee therefor or right of offset with respect thereto, may, from time to time, inwhole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived,surrendered or released by the Notes Collateral Agent or any other Secured Party, (c) the NotesDocuments and any other documents executed and delivered in connection therewith may be amended,modified, supplemented or terminated, in whole or in part, in accordance with the terms of theapplicable Notes Document or Other Pari Passu Lien Obligations Agreement, and (d) any collateralsecurity, guarantee or right of offset at any time held by the Notes Collateral Agent or any otherSecured Party for the payment of the Secured Obligations may be sold, exchanged, waived,surrendered or released. Neither the Notes Collateral Agent nor any other Secured Party shall haveany obligation to protect, perfect or insure any Lien at any time held by it as security for theSecured Obligations or for this Agreement or any property subject thereto. When making any demandhereunder against any Grantor, the Notes Collateral Agent or any other Secured Party, may, butshall be under no obligation to, make a similar demand on any of the Issuers or any other Grantor,and any failure by the Notes Collateral Agent or any other Secured Party to make any such demand orto collect anypayments from any of the Issuers or any other Grantor or any release of any of the Issuers orany other Grantor shall not relieve any Grantor in respect of which a demand or collection is notmade or any Grantor not so released of its several obligations or liabilities hereunder, and shallnot impair or affect the rights and remedies, express or implied, or as a matter of law, of theNotes Collateral Agent or any other Secured Party against any Grantor. For the purpose hereof“demand” shall include the commencement and continuance of any legal proceedings.
 
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6. The Notes Collateral Agent.6.1. Notes Collateral Agent’s Appointment as Attorney-in-Fact, etc.(a) Each Grantor hereby appoints, which appointment is irrevocable and coupled with aninterest, effective upon the occurrence and during the continuation of an Event of Default, theNotes Collateral Agent and any officer or agent thereof, with full power of substitution, as itstrue and lawful attorney-in-fact with full irrevocable power and authority in the place and steadof such Grantor and in the name of such Grantor or otherwise, for the purpose of carrying out theterms of this Agreement and the other Notes Documents, to take any and all appropriate action andto execute any and all documents and instruments which the Notes Collateral Agent may deemnecessary or desirable to accomplish the purposes of this Agreement and the other Notes Documents,and, without limiting the generality of the foregoing, each Grantor hereby gives the NotesCollateral Agent the power and right, on behalf of such Grantor, either in the Notes CollateralAgent’s name or in the name of such Grantor or otherwise, without assent by such Grantor, to do anyor all of the following at the same time or at different times, in each case after the occurrenceand during the continuation of an Event of Default and after written notice by the Notes CollateralAgent of its intent to do so, and in each case subject to the terms of the Intercreditor Agreement:(i) take possession of and endorse and collect any checks, drafts, notes, acceptancesor other instruments for the payment of moneys due under any Account or with respect to anyother Collateral and file any claim or take any other action or proceeding in any court oflaw or equity or otherwise deemed appropriate by the Notes Collateral Agent for the purposeof collecting any and all such moneys due under any Account or with respect to any otherCollateral whenever payable;(ii) in the case of any Patents, Trademarks or Copyrights, execute and deliver, andhave recorded, any and all agreements, instruments, documents and papers as the NotesCollateral Agent may reasonably request to evidence the Notes Collateral Agent’s and theSecured Parties’ Security Interest in such Patents, Trademarks or Copyrights and thegoodwill 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 anyCollateral;(iv) execute, in connection with any sale provided for in Section 5.5, anyendorsements, assignments or other instruments of conveyance or transfer with respect to theCollateral;(v) obtain, pay and adjust insurance required to be maintained by such Grantor or paidto the Notes Collateral Agent pursuant to the Indenture;(vi) send verifications of Accounts to any Person who is or who may become obligated toany Grantor under, with respect to or on account of an Account;
 
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(vii) direct any party liable for any payment under any of the Collateral to makepayment of any and all moneys due or to become due thereunder directly to the NotesCollateral Agent or as the Notes Collateral Agent shall direct;(viii) ask or demand for, collect and receive payment of and receipt for, any and allmoneys, claims and other amounts due or to become due at any time in respect of or arisingout of any Collateral;(ix) sign and endorse any invoices, freight or express bills, bills of lading, storageor warehouse receipts, drafts against debtors, assignments, verifications, notices and otherdocuments in connection with any of the Collateral;(x) commence and prosecute any suits, actions or proceedings at law or in equity in anycourt of competent jurisdiction to collect the Collateral or any portion thereof and toenforce any other right in respect of any Collateral;(xi) defend any suit, action or proceeding brought against such Grantor with respect toany Collateral (with such Grantor’s consent (not to be unreasonably withheld or delayed) tothe extent such action or its resolution could materially affect such Grantor or any of itsAffiliates in any manner other than with respect to its continuing rights in suchCollateral; provided that such consent right shall not limit any other rights orremedies available to the Notes Collateral Agent at law);(xii) settle, compromise or adjust any such suit, action or proceeding and, inconnection therewith, give such discharges or releases as the Notes Collateral Agent maydeem appropriate (with such Grantor’s consent (not to be unreasonably withheld or delayed)to the extent such action or its resolution could materially affect such Grantor or any ofits Affiliates in any manner other than with respect to its continuing rights in suchCollateral; provided that such consent right shall not limit any other rights orremedies available to the Notes Collateral Agent at law);(xiii) assign any Intellectual Property Collateral throughout the world for such termor terms, on such conditions, and in such manner, as the Notes Collateral Agent shall in itsreasonable business discretion determine; and(xiv) generally, sell, transfer, pledge and make any agreement with respect to orotherwise deal with any of the Collateral as fully and completely as though the NotesCollateral Agent were the absolute owner thereof for all purposes, and do, at the NotesCollateral Agent’s option and such Grantor’s expense, at any time, or from time to time, allacts and things that the Notes Collateral Agent deems necessary to protect, preserve orrealize upon the Collateral and the Notes Collateral Agent’s and the Secured Parties’Security Interests therein and to effect the intent of this Agreement, all as fully andeffectively as such Grantor might do.Anything in this Section 6.l(a) to the contrary notwithstanding, the Notes Collateral Agent agreesthat it will not exercise any rights under the power of attorney provided for in this Section6.1(a) unless an Event of Default shall have occurred and be continuing.(b) If any Grantor fails to perform or comply with any of its agreements contained herein, theNotes Collateral Agent, at its option, but without any obligation so to do, may perform or comply,or otherwise cause performance or compliance, with such agreement.
 
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(c) The expenses of the Notes Collateral Agent incurred in connection with actions undertakenas provided in this Section 6.1 shall be payable by such Grantor to the Notes Collateral Agent ondemand.(d) Each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be doneby virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupledwith an interest and are irrevocable until this Agreement is terminated and the Security Interestscreated hereby are released.6.2. Duty of Notes Collateral Agent. The Notes Collateral Agent’s sole duty withrespect to the custody, safekeeping and physical preservation of the Collateral in its possession,under Section 9-207 of the NY UCC or otherwise, shall be to deal with it in the same manner as theNotes Collateral Agent deals with similar property for its own account. The Notes Collateral Agentshall be deemed to have exercised reasonable care in the custody and preservation of any Collateralin its possession if such Collateral is accorded treatment substantially equal to that which theNotes Collateral Agent accords its own property. Neither the Notes Collateral Agent, any otherSecured Party nor any of their respective officers, directors, employees or agents shall be liablefor failure to demand, collect or realize upon any of the Collateral or for any delay in doing soor shall be under any obligation to sell or otherwise dispose of any Collateral upon the request ofany Grantor or any other Person or to take any other action whatsoever with regard to theCollateral or any part thereof. The powers conferred on the Notes Collateral Agent and the otherSecured Parties hereunder are solely to protect the Notes Collateral Agent’s and the other SecuredParties’ interests in the Collateral and shall not impose any duty upon the Notes Collateral Agentor any other Secured Party to exercise any such powers. The Notes Collateral Agent and the otherSecured Parties shall be accountable only for amounts that they actually receive as a result of theexercise of such powers, and neither they nor any of their officers, directors, employees or agentsshall be responsible to any Grantor for any act or failure to act hereunder, except for their owngross negligence or willful misconduct.6.3. Authority of Notes Collateral Agent. Each Grantor acknowledges that the rightsand responsibilities of the Notes Collateral Agent under this Agreement with respect to any actiontaken by the Notes Collateral Agent or the exercise or non-exercise by the Notes Collateral Agentof any option, voting right, request, judgment or other right or remedy provided for herein orresulting or arising out of this Agreement shall, as between the Notes Collateral Agent and theother Secured Parties, be governed by this Agreement and by such other agreements with respectthereto as may exist from time to time among them, but, as between the Notes Collateral Agent andthe Grantors, the Notes Collateral Agent shall be conclusively presumed to be acting as agent forthe Secured Parties with full and valid authority so to act or refrain from acting, and no Grantorshall be under any obligation, or entitlement, to make any inquiry respecting such authority.6.4. Security Interest Absolute. All rights of the Notes Collateral Agent hereunder,the Security Interests created hereby and all obligations of the Grantors hereunder shall beabsolute and unconditional irrespective of (a) any lack of validity or enforceability of theIndenture, any other Notes Document, Other Pari Passu Lien Obligations Agreement, any agreementwith respect to any of the Secured Obligations or any other agreement or instrument relating to anyof the foregoing, (b) any change in the time, manner or place of payment of, or in any other termof, all or any of the Secured Obligations, or any other amendment or waiver of or any consent toany departure from the Indenture, any other Notes Document, Other Pari Passu Lien ObligationsAgreement or any other agreement or instrument, (c) any exchange, release or non-perfection of anyLien on other collateral, or any release or amendment or waiver of or consent under or departurefrom any guarantee, securing or guaranteeing all or any of the Secured Obligations, or (d) anyother circumstance that might otherwise constitute a defense available to, or a discharge of, anyGrantor in respect of the Secured Obligations or this Agreement.
 
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6.5. Continuing Security Interest; Assignments Under the Notes Documents; Release.(a) A Subsidiary Grantor shall automatically be released from its obligations hereunder andthe Security Interests in the Collateral of such Subsidiary Grantor created hereby shall beautomatically released upon the consummation of any transaction permitted by the Indenture, as aresult of which such Subsidiary Grantor ceases to be a Restricted Subsidiary of the Company orotherwise becomes an Excluded Subsidiary; provided that the Applicable AuthorizedRepresentative shall have consented to such transaction (to the extent such consent is required by,as applicable, the Indenture or any Other Pari Passu Lien Obligations Agreement(s)) and the termsof such consent did not provide otherwise.(b) The Security Interests in Collateral created hereby securing the Notes Obligations shallbe released pursuant to the terms set forth in the Indenture. The Security Interest in Collateralcreated hereby securing the Other Pari Passu Lien Obligations shall be released on the terms setforth in the applicable Other Pari Passu Lien Obligations Agreement.(c) In connection with any termination or release pursuant to this Section 6.5, the NotesCollateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documentsthat such Grantor shall reasonably request to evidence such termination or release;provided, however, that with respect to the release of any item of Collateralpursuant to this Section 6.5 in connection with any request of evidence of termination or releasemade of the Notes Collateral Agent, the Notes Collateral Agent may request that the Grantor delivera certificate of an Authorized Officer to the effect that the sale or transfer transaction is incompliance with the Notes Documents and as to such other matters as the Notes Collateral Agent mayrequest. Any execution and delivery of documents pursuant to this Section 6.5 shall be withoutrecourse to or warranty by the Notes Collateral Agent.6.6. Reinstatement. This Agreement shall continue to be effective, or be reinstated,as the case may be, if at any time payment, or any part thereof, of any of the Secured Obligationsis rescinded or must otherwise be restored or returned by the Notes Collateral Agent or any otherSecured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any ofthe Issuers or any other Grantor, or upon or as a result of the appointment of a receiver,intervenor or conservator of, or trustee or similar officer for, any of the Issuers or any otherGrantor or any substantial part of its property, or otherwise, all as though such payments had notbeen made.6.7. Enforcement. Subject to the Notes Collateral Agent’s rights under Sections 6.1and 7.3 of this Agreement and the Notes Documents and whether or not a Default has occurred underthe Indenture or under an Other Pari Passu Lien Obligations Agreement or both, the ApplicableAuthorized Representative may (to the extent provided (whether in general or specific terms) by, asapplicable, the Indenture or any Other Pari Passu Lien Obligations Agreement(s)) direct the NotesCollateral Agent in exercising any right or remedy available to the Notes Collateral Agent underthis Agreement or any other Notes Document. No Secured Party (other than the Notes CollateralAgent) shall have any individual right to pursue any remedies under this Agreement or the otherNotes Documents against any Grantor.7. Miscellaneous.7.1. Amendments in Writing. None of the terms or provisions of this Agreement may bewaived, amended, supplemented or otherwise modified except by a written instrument executed by theaffected Grantor and the Notes Collateral Agent in accordance with Article 9 of the Indenture andthe relevant provisions of each Other Pari Passu Lien Obligations Agreement; provided,however, that this Agreement may be supplemented (but no existing provisions may bemodified and no Collateral may bereleased) through agreements substantially in the form of Exhibit 1 and Exhibit 2,respectively, in each case duly executed by each Grantor directly affected thereby.
 
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7.2. Notices. All notices, requests and demands to or upon Notes Collateral Agent,any Authorized Representative or any Grantor hereunder shall be effected in the manner provided forin Section 13.02 of the Indenture; provided, however, that any such notice, requestor demand to or upon any Grantor shall be addressed to the Company’s notice address set forth insuch Section 13.02 and any notice to any Authorized Representative shall be addressed to theaddress set forth in the Other Pari Passu Lien Secured Party Consent, as may be amended by furthernotice to parties hereto.7.3. No Waiver by Course of Conduct; Cumulative Remedies. Neither the NotesCollateral Agent nor any other Secured Party shall by any act (except by a written instrumentpursuant to Section 7.1 hereof), delay, indulgence, omission or otherwise be deemed to have waivedany right or remedy hereunder or to have acquiesced in any Event of Default or in any breach of anyof the terms and conditions hereof, the Other Pari Passu Lien Obligations Agreement or of any otherapplicable Notes Document. No failure to exercise, nor any delay in exercising, on the part of theNotes Collateral Agent or any other Secured Party, any right, power or privilege hereunder shalloperate as a waiver thereof. No single or partial exercise of any right, power or privilegehereunder shall preclude any other or further exercise thereof or the exercise of any other right,power or privilege. A waiver by the Notes Collateral Agent or any other Secured Party of any rightor remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy thatthe Notes Collateral Agent or such other Secured Party would otherwise have on any other occasion.The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singlyor concurrently and are not exclusive of any other rights or remedies provided by law.7.4. Enforcement Expenses; Indemnification.(a) Each Grantor agrees to pay any and all reasonable and documented expenses (including allreasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party inenforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting,any or all of the Secured Obligations and/or enforcing any rights with respect to, or collectingagainst, such Grantor under this Agreement to the extent any of the Issuers would be required to doso pursuant to Section 7.07 of the Indenture.(b) Each Grantor agrees to pay, and to hold the Notes Collateral Agent and the other SecuredParties harmless from, any and all liabilities with respect to, or resulting from any delay inpaying, any and all stamp, excise, sales or other taxes which may be payable or determined to bepayable with respect to any of the Collateral or in connection with any of the transactionscontemplated by this Agreement to the extent any of the Issuers would be required to do so pursuantto Section 7.07 of the Indenture.(c) Without limitation of its indemnification obligations under the other Notes Documents,each Grantor agrees to pay, and to hold the Notes Collateral Agent and the other Secured Partiesharmless from, any and all liabilities, obligations, losses, damages, penalties, actions,judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect tothe execution, delivery, enforcement, performance and administration of this Agreement to theextent any of the Issuers would be required to do so pursuant to Section 7.07 of the Indenture.(d) Any such amounts payable as provided hereunder shall be additional Secured Obligationssecured hereby and by the other Security Documents. The agreements in this Section 7.4 shallsurvive termination of this Agreement or any other Notes Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidityor unenforceability of any term or provision of this Agreement or any other Notes Document or anyinvestigation made by or on behalf of the Notes Collateral Agent or any other Secured Party. Allamounts due under this Section 7.4 shall be payable on written demand therefor.
 
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7.5. Successors and Assigns. The provisions of this Agreement shall be binding uponand inure to the benefit of the parties hereto and their respective successors and assignspermitted hereby, except that no Grantor may assign, transfer or delegate any of its rights orobligations under this Agreement without the prior written consent of the Notes Collateral Agent,except pursuant to a transaction expressly permitted by the Indenture.7.6. Counterparts. This Agreement may be executed by one or more of the parties tothis Agreement on any number of separate counterparts (including by facsimile or other electronictransmission (i.e., a “pdf” or “tif”)), and all of said counterparts taken together shall be deemedto constitute one and the same instrument. A set of the copies of this Agreement signed by all theparties shall be lodged with the Notes Collateral Agent and the Company.7.7. Severability. Any provision of this Agreement that is prohibited orunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent ofsuch prohibition or unenforceability without invalidating the remaining provisions hereof, and anysuch prohibition or unenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction. The parties hereto shall endeavor ingood-faith negotiations to replace the invalid, illegal or unenforceable provisions with validprovisions the economic effect of which comes as close as possible to that of the invalid, illegalor unenforceable provisions.7.8. Section Headings. The Section headings used in this Agreement are forconvenience of reference only and are not to affect the construction hereof or be taken intoconsideration in the interpretation hereof.7.9. Integration. This Agreement represents the agreement of each of the Grantorswith respect to the subject matter hereof and there are no promises, undertakings, representationsor warranties by the Notes Collateral Agent or any other Secured Party relative to the subjectmatter hereof not expressly set forth or referred to herein or in the other Notes Documents.7.10. **GOVERNING LAW****. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESHEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THESTATE OF NEW YORK**.7.11. Submission To Jurisdiction Waivers. Each Grantor hereby irrevocably andunconditionally:(a) submits for itself and its property in any legal action or proceeding relating tothis Agreement and the other Notes Documents to which it is a party, or for recognition andenforcement of any judgment in respect thereof, to the exclusive general jurisdiction of thecourts of the State of New York, the courts of the United States of America for the SouthernDistrict of New York, and appellate courts from any thereof;(b) consents that any such action or proceeding shall be brought in such courts andwaives any objection that it may now or hereafter have to the venue of any such action orproceeding in any such court or that such action or proceeding was brought in aninconvenient court and agrees not to plead or claim the same;
 
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(c) agrees that service of process in any such action or proceeding may be effected bymailing a copy thereof by registered or certified mail (or any substantially similar form ofmail), postage prepaid, to such Grantor at its address referred to in Section 7.2 or at suchother address of which the Notes Collateral Agent shall have been notified pursuant thereto;(d) agrees that nothing herein shall affect the right of the Notes Collateral Agent orany other Secured Party to effect service of process in any other manner permitted byapplicable law or shall limit the right of the Notes Collateral Agent or any other SecuredParty to sue in any other jurisdiction; and(e) waives, to the maximum extent not prohibited by law, any right it may have to claimor recover in any legal action or proceeding referred to in this Section 7.11 any special,exemplary, punitive or consequential damages.7.12. Acknowledgments. Each Grantor hereby acknowledges that:(a) it has been advised by counsel in the negotiation, execution and delivery of thisAgreement and the other Notes Documents to which it is a party;(b) neither the Notes Collateral Agent nor any other Secured Party has any fiduciaryrelationship with or duty to any Grantor arising out of or in connection with this Agreementor any of the other Notes Documents, and the relationship between the Grantors, on the onehand, and the Notes Collateral Agent and the other Secured Parties, on the other hand, inconnection herewith or therewith is solely that of debtor and creditor;(c) no joint venture is created hereby or by the other Notes Documents or otherwiseexists by virtue of the transactions contemplated hereby among the Secured Parties or amongthe Grantors and the Secured Parties; and(d) upon any Event of Default, the Notes Collateral Agent may proceed without noticeagainst any Grantor and any Collateral to collect and recover the full amount of anyObligation then due, without first proceeding against any other Grantor or any otherCollateral and without first joining any other Grantor in any proceeding.7.13. Additional Grantors. Each Domestic Subsidiary of the Company that is requiredto become a party to this Agreement pursuant to Section 4.15 of the Indenture or pursuant to anyOther Pari Passu Lien Obligations Agreement and the terms hereof shall become a Grantor, with thesame force and effect as if originally named as a Grantor herein, for all purposes of thisAgreement upon execution and delivery by such Subsidiary of a Supplement substantially in the formof Exhibit 1 hereto. The execution and delivery of any instrument adding an additional Grantor asa party to this Agreement shall not require the consent of any other Grantor hereunder. The rightsand obligations of each Grantor hereunder shall remain in full force and effect notwithstanding theaddition of any new Grantor as a party to this Agreement.7.14. **WAIVER OF JURY TRIAL****. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLYWAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER NOTESDOCUMENT AND FOR ANY COUNTERCLAIM THEREIN**.
 
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7.15. Intercreditor Agreement and Indenture Govern. Notwithstanding anything hereinto the contrary, this Agreement, the Liens and Security Interests granted to the Notes CollateralAgent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of anyright or remedy by the Notes Collateral Agent and the other Secured Parties hereunder, in eachcase, with respect to the Revolving Priority Collateral and Revolving Liens are subject to theprovisions of the Intercreditor Agreement. In the event of any conflict or inconsistency betweenthe provisions of the Intercreditor Agreement and this Agreement with respect to the RevolvingPriority Collateral and Revolving Liens, the provisions of the Intercreditor Agreement shallprevail. Subject to the preceding sentence, in the event of any conflict between the terms of thisAgreement and the Indenture, as among the Grantors, the Notes Collateral Agent, the Trustee and theHolders of the Notes, the Indenture shall prevail.7.16. Obligations of Grantors. Notwithstanding anything herein to the contrary, priorto the Discharge of Revolving Obligations (as defined in the Intercreditor Agreement), so long asthe Revolving Collateral Agent pursuant to the Revolving Loan Documents is acting as bailee andnon-fiduciary agent for perfection on behalf of the Notes Collateral Agent pursuant to the terms ofthe Intercreditor Agreement, any obligation of any Grantor in this Agreement that requires (or anyrepresentation or warranty hereunder to the extent that it would have the effect of requiring) (i)delivery of Collateral to, or the possession or control of Collateral with, the Notes CollateralAgent shall be deemed complied with and satisfied (or, in the case of any representation orwarranty hereunder, shall be deemed to be true) if such delivery of Collateral is made to, or suchpossession or control of Collateral is with, the Revolving Collateral Agent pursuant to theRevolving Loan Documents or (ii) other than with respect to any releases of Liens on anyCollateral, the consent of the Notes Collateral Agent regarding Revolving Priority Collateral shallnot be unreasonably withheld or delayed to the extent the Revolving Collateral Agent has given suchconsent.7.17. Other Pari Passu Lien Obligations. On or after the date hereof and solong as expressly permitted by the Indenture and any Other Pari Passu Lien Obligations Agreementthen outstanding, the Company may from time to time designate Indebtedness at the time ofincurrence to be secured on a *pari passu*basis with the Notes Obligations as Other Pari Passu LienObligations hereunder by delivering to the Notes Collateral Agent and each AuthorizedRepresentative (a) a certificate signed by an Officer of the Company (i) identifying theobligations so designated and the initial aggregate principal amount or face amount thereof, (ii)stating that such obligations are designated as Other Pari Passu Lien Obligations for purposeshereof, (iii) representing that such designation of such obligations as Other Pari Passu LienObligations complies with the terms of the Indenture and any Other Pari Passu Lien ObligationsAgreement then outstanding and (iv) specifying the name and address of the AuthorizedRepresentative for such obligations and (b) a fully executed Other Pari Passu Lien Secured PartyConsent (in the form attached as Exhibit 4). Each Authorized Representative agrees thatupon the satisfaction of all conditions set forth in the preceding sentence, the Notes CollateralAgent shall act as agent under this Agreement for the Authorized Representative and the holders ofsuch Other Pari Passu Lien Obligations and as collateral agent for the benefit of all SecuredParties, including without limitation, any Secured Parties that hold any such Other Pari Passu LienObligations, and each Authorized Representative agrees to the appointment, and acceptance of theappointment, of the Notes Collateral Agent for the Authorized Representative and the holders ofsuch Other Pari Passu Lien Obligations as set forth in each Other Pari Passu Lien Secured PartyConsent and agrees, on behalf of itself and each Secured Party it represents, to be bound by thisAgreement, the Other Pari Passu Lien Secured Party Consent and the Intercreditor Agreement.[*Signature Pages Follow*]
 
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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed anddelivered as of the date first above written.      **ASSOCIATED MATERIALS, LLC**,