that the relative rights and priorities of the
First Lien Lenders and Lenders in respect of the Collateral are governed by the
Intercreditor Agreement, dated as of November 1, 2005 (as amended, modified
and/or supplemented from time to time, the "Intercreditor Agreement"), among the
First Lien Agent, the Agent and certain other persons party or that may become
party thereto from time to time);
(D)
Each of the Subsidiaries is entering into the Subsidiary Guaranty
concurrently with the execution of this Agreement for the purpose of
guaranteeing all of the Guaranteed Obligations (as defined in the Subsidiary
Guaranty);
(E)
Borrower wishes to borrow certain Loans (as such term is defined
in the Credit Agreement); and
(F)
In order to induce Lenders to make the Loans (as defined in the
Credit Agreement) to be made and incurred by Lenders as provided for in the
Credit Agreement, each Grantor has agreed to grant a continuing Lien on the
Collateral (as hereinafter defined) to secure the Obligations (as defined in the
Credit Agreement).
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1.
DEFINED TERMS
(A)
ALL CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN HAVE
THE MEANINGS GIVEN TO THEM IN THE CREDIT AGREEMENT OR IN ANNEX A THERETO.
ALL
OTHER TERMS CONTAINED IN THIS AGREEMENT, UNLESS THE CONTEXT INDICATES OTHERWISE,
HAVE THE MEANINGS PROVIDED FOR BY THE CODE TO THE EXTENT THE SAME ARE USED OR
DEFINED THEREIN.
(B)
"UNIFORM COMMERCIAL CODE JURISDICTION" MEANS ANY JURISDICTION THAT
HAS ADOPTED ALL OR SUBSTANTIALLY ALL OF ARTICLE 9 AS CONTAINED IN THE 2000
OFFICIAL TEXT OF THE UNIFORM COMMERCIAL CODE, AS RECOMMENDED BY THE NATIONAL
CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND THE AMERICAN LAW
INSTITUTE, TOGETHER WITH ANY SUBSEQUENT AMENDMENTS OR MODIFICATIONS TO THE
OFFICIAL TEXT.
2.
GRANT OF LIEN
(A)
TO SECURE THE PROMPT AND COMPLETE PAYMENT, PERFORMANCE AND
OBSERVANCE OF ALL OF THE OBLIGATIONS AND ALL RENEWALS, EXTENSIONS,
RESTRUCTURINGS AND REFINANCINGS THEREOF, AND ALL OBLIGATIONS, LIABILITIES, AND
INDEBTEDNESS OF GRANTORS ARISING UNDER THIS AGREEMENT, EACH GRANTOR HEREBY
GRANTS, ASSIGNS, CONVEYS, MORTGAGES, PLEDGES, HYPOTHECATES AND TRANSFERS TO
AGENT, FOR ITSELF AND THE BENEFIT OF LENDERS, A LIEN UPON ALL OF ITS RIGHT,
TITLE AND INTEREST IN, TO AND UNDER ALL PERSONAL PROPERTY AND OTHER ASSETS,
WHETHER NOW OWNED BY OR OWING TO, OR HEREAFTER ACQUIRED BY OR ARISING IN FAVOR
OF SUCH GRANTOR (INCLUDING UNDER ANY TRADE NAMES, STYLES OR DERIVATIONS
THEREOF), AND WHETHER OWNED OR CONSIGNED BY OR TO, OR LEASED FROM OR TO, SUCH
GRANTOR, AND REGARDLESS OF WHERE LOCATED (ALL OF WHICH BEING HEREINAFTER
COLLECTIVELY REFERRED TO AS THE "COLLATERAL"), INCLUDING:
(I)
ALL ACCOUNTS;
(II)
ALL CHATTEL PAPER;
(III)
ALL DOCUMENTS;
(IV)
ALL GENERAL INTANGIBLES (INCLUDING ALL PAYMENT INTANGIBLES
TRADEMARKS, PATENTS, COPYRIGHTS, OTHER INTELLECTUAL PROPERTY AND LICENSES
THEREOF, PAYMENT INTANGIBLES AND SOFTWARE; PROVIDED THAT TRADEMARK LICENSES IN
WHICH SUCH GRANTOR IS