Collateral Agreement – for Credit Agreement – Interactive Data Corp.

COLLATERAL AGREEMENT

dated as of

July 29, 2010,

among

IGLOO INTERMEDIATE CORPORATION,

IGLOO MERGER CORPORATION,

INTERACTIVE DATA CORPORATION,

THE OTHER GRANTORS PARTY HERETO

and

BANK OF AMERICA, N.A.,

as Administrative Agent

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS


SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Other Defined Terms	1

ARTICLE II

PLEDGE OF SECURITIES

SECTION 2.01.	Pledge	5
SECTION 2.02.	Delivery of the Pledged Collateral	5
SECTION 2.03.	Representations, Warranties and Covenants	6
SECTION 2.04.	Registration in Nominee Name; Denominations	7
SECTION 2.05.	Voting Rights; Dividends and Interest	7

ARTICLE III

SECURITY INTERESTS IN PERSONAL PROPERTY

SECTION 3.01.	Security Interest	9
SECTION 3.02.	Representations and Warranties	11
SECTION 3.03.	Covenants	12
SECTION 3.04.	Other Actions	14
SECTION 3.05.	Covenants Regarding Patent, Trademark and Copyright Collateral	15

ARTICLE IV

REMEDIES

SECTION 4.01.	Remedies upon Default	16
SECTION 4.02.	Application of Proceeds	17
SECTION 4.03.	Grant of License to Use Intellectual Property	18
SECTION 4.04.	Securities Act	18

ARTICLE V

MISCELLANEOUS

SECTION 5.01.	Notices	19
SECTION 5.02.	Waivers; Amendment	19
SECTION 5.03.	Administrative Agent153s Fees and Expenses; Indemnification	19
SECTION 5.04.	Successors and Assigns	20
SECTION 5.05.	Survival of Agreement	21
SECTION 5.06.	Counterparts; Effectiveness; Several Agreement	21

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SECTION 5.07.	Severability	21
SECTION 5.08.	Right of Set-Off	21
SECTION 5.09.	Governing Law; Jurisdiction; Consent to Service of Process; Appointment of Service of Process Agent	22
SECTION 5.10.	WAIVER OF JURY TRIAL	22
SECTION 5.11.	Headings	22
SECTION 5.12.	Security Interest Absolute	23
SECTION 5.13.	Termination or Release	23
SECTION 5.14.	Additional Subsidiaries	23
SECTION 5.15.	Administrative Agent Appointed Attorney-in-Fact	24

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Schedules

Schedule I		Grantors
Schedule II		Pledged Equity Interests; Pledged Debt Securities
Schedule III		Intellectual Property
Schedule IV		Commercial Tort Claims

Exhibits

Exhibit I		Form of Supplement
Exhibit II		Form of Copyright Security Agreement
Exhibit III		Form of Patent Security Agreement
Exhibit IV		Form of Trademark Security Agreement

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COLLATERAL AGREEMENT dated as of July 29, 2010 (this “Agreement“),
among IGLOO INTERMEDIATE CORPORATION, IGLOO MERGER CORPORATION, INTERACTIVE DATA
CORPORATION, the other GRANTORS from time to time party hereto and BANK OF
AMERICA, N.A., as Administrative Agent.

Reference is made to the Credit Agreement dated as of July 29, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement“), among Igloo Intermediate Corporation, a Delaware corporation
(“Holdings“), Igloo Merger Corporation, a Delaware corporation,
Interactive Data Corporation, a Delaware corporation (the “Borrower“),
the Lenders party thereto and Bank of America, N.A., as Administrative Agent.
The Lenders and the Issuing Banks have agreed to extend credit to the Borrower
subject to the terms and conditions set forth in the Credit Agreement. The
obligations of the Lenders and the Issuing Banks to extend such credit are
conditioned upon, among other things, the execution and delivery of this
Agreement. The Grantors (other than the Borrower) are Affiliates of the
Borrower, will derive substantial benefits from the extension of credit to the
Borrower pursuant to the Credit Agreement and are willing to execute and deliver
this Agreement in order to induce the Lenders and the Issuing Banks to extend
such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. (a) Each capitalized term used but not
defined herein shall have the meaning assigned thereto in the Credit Agreement;
provided that each term defined in the New York UCC (as defined herein)
and not defined in this Agreement shall have the meaning specified in the New
York UCC. The term “instrument” shall have the meaning specified in Article 9 of
the New York UCC.

(b) The rules of construction specified in Section 1.03 and 1.04 of the
Credit Agreement also apply to this Agreement, mutatis mutandis.

SECTION 1.02. Other Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

“Account Debtor” means any Person that is or may become obligated to
any Grantor under, with respect to or on account of an Account.

“Agreement” has the meaning assigned to such term in the preamble to
this Agreement.

“Article 9 Collateral” has the meaning assigned to such term in
Section 3.01.

“Borrower” has the meaning assigned to such term in the introductory
paragraph to this Agreement.

“Collateral” means Article 9 Collateral and Pledged Collateral.

“Copyright License” means any written agreement, now or hereafter in
effect, granting to any Person any right under any Copyright now or hereafter
owned by any other Person or that such other Person otherwise has the right to
license, and all rights of any such Person under any such agreement.

“Copyright Security Agreement” means the Copyright Security Agreement
substantially in the form of Exhibit II.

“Copyrights” means, with respect to any Person, all of the following
now owned or hereafter acquired by such Person: (a) all copyright rights in any
work arising under the copyright laws of the United States, whether as author,
assignee, transferee or otherwise, and (b) all registrations and applications
for registration of any such copyright in the United States, including
registrations, supplemental registrations and pending applications for
registration in the United States Copyright Office, including, in the case of
any Grantor, the Copyrights set forth next to its name on Schedule III hereto.

“Credit Agreement” has the meaning assigned to such term in the
introductory paragraph of this Agreement.

“Excluded Equity Interests” has the meaning assigned to such term in
Section 2.01.

“Federal Securities Laws” has the meaning assigned to such term in
Section 4.04.

“Grantors” means (a) the Borrower, (b) Holdings, (c) each other
Subsidiary identified on Schedule I hereto and (d) each Subsidiary that becomes
a party to this Agreement as a Grantor after the Effective Date.

“Intellectual Property” means, with respect to any Person, all
intellectual and similar property of every kind and nature now owned or
hereafter acquired by any such Person, including inventions, designs, Patents,
Copyrights, Licenses, Trademarks, trade secrets, domain names, confidential or
proprietary technical and business information, know-how, show-how or other data
or information, software and databases and all embodiments or fixations thereof
and related documentation, registrations and franchises, and all additions,
improvements and accessions to, and books and records describing or used in
connection with, any of the foregoing.

“License” means any Patent License, Trademark License, Copyright
License or other license or sublicense agreement to which any Person is a party,
including those exclusive Copyright Licenses under which any Grantor is a
licensee listed on Schedule III hereto.

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

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

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“Patent License” means any written agreement, now or hereafter in
effect, granting to any Person any right to make, use or sell any invention on
which a Patent, now or hereafter owned by any other Person or that any other
Person now or hereafter otherwise has the right to license, is in existence, and
all rights of any such Person under any such agreement.

“Patent Security Agreement” means the Patent Security Agreement
substantially in the form of Exhibit III hereto.

“Patents” means, with respect to any Person, all of the following now
owned or hereafter acquired by such Person: (a) all letters patent of the United
States and all registrations thereof and all applications for letters patent of
the United States, including registrations and pending applications in the
United States Patent and Trademark Office, including those listed on Schedule
III hereto, and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions
disclosed or claimed therein, including the right to make, use and/or sell the
inventions disclosed or claimed therein.

“Perfection Certificate” means the Perfection Certificate dated the
Effective Date delivered to the Administrative Agent pursuant to Section 4.01(f)
of the Credit Agreement.

“Pledged Collateral” has the meaning assigned to such term in Section
2.01.

“Pledged Debt Securities” has the meaning assigned to such term in
Section 2.01.

“Pledged Equity Interests” has the meaning assigned to such term in
Section 2.01.

“Pledged Securities” means any promissory notes, stock certificates,
unit certificates, limited or unlimited liability membership certificates or
other securities now or hereafter included in the Pledged Collateral, including
all certificates, instruments or other documents representing or evidencing any
Pledged Collateral.

“Secured Cash Management Obligations” means the due and punctual
payment and performance of all obligations of Holdings, any Intermediate Parent,
the Borrower and the Subsidiaries in respect of any overdraft and related
liabilities arising from treasury, depository and cash management services or
any automated clearing house transfers of funds provided to Holdings or any
Subsidiary (whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor)) that are (a) owed to the
Administrative Agent or any of its Affiliates, (b) owed on the Effective Date to
a Person that is a Lender or an Affiliate of a Lender as of the Effective Date,
(c) owed to a Person that is a Lender or an Affiliate of a Lender at the time
such obligations are incurred or (d) owed to any other Person, provided
that the obligations owed to any such other Person arose in respect of services
provided by such Person in a jurisdiction where none of the Administrative
Agent, the Revolving Lenders or any of their Affiliates, at the time such
obligations arose, offered to provide such services.

“Secured Obligations” means (a) the Loan Document Obligations, (b) the
Secured Cash Management Obligations and (c) the Secured Swap Obligations.

“Secured Parties” means (a) each Lender, (b) each Issuing Bank, (c)
the Administrative Agent, (d) each Joint Bookrunner, (e) each Person to whom any
Secured Cash Management Obligations are owed, (f) each counterparty to any Swap
Agreement the obligations under which constitute Secured Swap Obligations, (g)
the beneficiaries of each indemnification obligation undertaken by any Loan
Party under any Loan Document and (h) the permitted successors and assigns of
each of the foregoing.

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“Secured Swap Obligations” means the due and punctual payment and
performance of all obligations of Holdings, any Intermediate Parent, the
Borrower and the Subsidiaries under each Swap Agreement that (a) is with a
counterparty that is the Administrative Agent or any of its Affiliates, (b) is
in effect on the Effective Date with a counterparty that is a Lender or an
Affiliate of a Lender as of the Effective Date or (c) is entered into after the
Effective Date with any counterparty that is a Lender or an Affiliate of a
Lender at the time such Swap Agreement is entered into.

“Security Interest” has the meaning assigned to such term in Section
3.01(a).

“Supplement” means an instrument in the form of Exhibit I hereto, or
any other form approved by the Administrative Agent, and in each case reasonably
satisfactory to the Administrative Agent.

“Trademark License” means any written agreement, now or hereafter in
effect, granting to any Person any right to use any Trademark now or hereafter
owned by any other Person or that any other Person otherwise has the right to
license, and all rights of any such Person under any such agreement.

“Trademark Security Agreement” means the trademark security agreement
in the form of Exhibit IV hereto.

“Trademarks” means, with respect to any Person, all of the following
now owned or hereafter acquired by such Person: (a) all trademarks, service
marks, trade names, corporate names, company names, business names, fictitious
business names, trade styles, trade dress, logos, other source or business
identifiers, designs and general intangibles of like nature, now existing or
hereafter adopted or acquired, all registrations thereof, and all registration
and applications filed in connection therewith, including registrations and
applications in the United States Patent and Trademark Office, and all
extensions or renewals thereof, including, in the case of any Grantor, any of
the foregoing set forth next to its name on Schedule III hereto, (b) all
goodwill associated therewith or symbolized thereby and (c) all other assets,
rights and interests that uniquely reflect or embody such goodwill.

“UCC” shall mean the New York UCC; provided, however, that, at any
time, if by reason of mandatory provisions of law, any or all of the perfection
or priority of the Administrative Agent153s and the Secured Parties153 security
interest in any item or portion of the Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York,
the term “UCC” shall mean the Uniform Commercial Code as in effect, at such
time, in such other jurisdiction for purposes of the provisions hereof relating
to such perfection or priority and for purposes of definitions relating to such
provisions.

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ARTICLE II

Pledge of Securities

SECTION 2.01. Pledge. As security for the payment or performance, as
the case may be, in full of the Secured Obligations, each Grantor hereby assigns
and pledges to the Administrative Agent, its successors and assigns, for the
benefit of the Secured Parties, and hereby grants to the Administrative Agent,
its successors and assigns, for the benefit of the Secured Parties, a security
interest in, all of such Grantor153s right, title and interest in, to and under
(a)(i) the shares of capital stock and other Equity Interests owned by such
Grantor, including those listed opposite the name of such Grantor on Schedule II
hereto, (ii) any other Equity Interests obtained in the future by such Grantor
and (iii) the certificates or other instruments representing all such Equity
Interests (if any) together with undated stock powers or other instruments of
transfer with respect thereto endorsed in blank; (collectively, the “Pledged
Equity Interests“); provided that the Pledged Equity Interests shall
not include (A) Equity Interests of any Person (other than a Wholly Owned
Restricted Subsidiary), to the extent not permitted by the terms of such
Person153s organizational or joint venture documents, (B) Equity Interests
constituting an amount greater than 65% of the Equity Interests of any Foreign
Subsidiary, (C) Equity Interests of any Subsidiary that are held directly by a
Foreign Subsidiary, (D) any Equity Interest with respect to which Borrower, with
the written consent of the Administrative Agent (not to be unreasonably withheld
or delayed), shall have provided to the Administrative Agent a certificate of a
Financial Officer to the effect that, based on advice of outside counsel or tax
advisors of national recognition, the pledge of such Equity Interest hereunder
would result in adverse tax consequences to Holdings, any Intermediate Parent,
the Borrower and its Restricted Subsidiaries (other than on account of any Taxes
payable in connection with filings, recordings, registrations, stampings and any
similar acts in connection with the creation or perfection of the Liens granted
hereunder) that shall have been determined by Borrower to be material to
Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries,
(E) any Equity Interest if, to the extent and for so long as the pledge of such
Equity Interest hereunder is prohibited by any applicable Requirements of Law
(other than to the extent that any such prohibition would be rendered
ineffective pursuant to the UCC or any other applicable Requirements of Law);
provided that such Equity Interest shall cease to be an Excluded Equity
Interest at such time as such prohibition ceases to be in effect and (F) any
Equity Interest that the Borrower and the Administrative Agent shall have agreed
in writing to treat as an Excluded Equity Interest for purposes hereof on
account of the cost of pledging such Equity Interest hereunder (including any
adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and
the Subsidiaries resulting therefrom) being excessive in view of the benefits to
be obtained by the Secured Parties therefrom (the Equity Interests excluded
pursuant to clauses (A) through (F) above being referred to as the “Excluded
Equity Interests“); (b)(i) the debt securities owned by such Grantor,
including those listed opposite the name of such Grantor on Schedule II hereto,
(ii) any debt securities in the future issued to or otherwise acquired by such
Grantor and (iii) the promissory notes and any other instruments evidencing all
such debt securities (collectively, the “Pledged Debt Securities“); (c)
all other property that may be delivered to and held by the Administrative Agent
pursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to
Section 2.05, all payments of principal or interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of, in exchange for or upon the conversion of,
and all other Proceeds received in respect of, the securities referred to in
clauses (a) and (b) above; (e) subject to Section 2.05, all rights and
privileges of such Grantor with respect to the securities and other property
referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any
of the foregoing to the extent such Proceeds would constitute property referred
to in clauses (a) through (e) above (the items referred to in clauses (a)
through (f) above being collectively referred to as the “Pledged
Collateral“).

SECTION 2.02. Delivery of the Pledged Collateral. (a) Each Grantor
agrees to deliver or cause to be delivered to the Administrative Agent any and
all Pledged Securities (i) on the date hereof, in the case of any such Pledged
Securities owned by such Grantor on the date hereof, and (ii) promptly (and in
any event within 30 days after receipt by such Grantor or such longer period
agreed to by the Administrative Agent in its reasonable discretion) after the
acquisition thereof, in the case of any such Pledged Securities acquired by such
Grantor after the date hereof.

(b) As promptly as practicable (and in any event within 30 days after receipt
by such Grantor or such longer period agreed to by the Administrative Agent in
its reasonable discretion), each Grantor will cause any Indebtedness for
borrowed money (including in respect of cash management arrangements) owed to
such Grantor by any Person in a principal amount of $5,000,000 or more to be
evidenced by a duly executed promissory note (including, if such security
interest can be perfected therein, a grid note) that is pledged and delivered to
the Administrative Agent pursuant to the terms hereof.

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(c) Upon delivery to the Administrative Agent, (i) any certificate or
promissory note representing Pledged Securities shall be accompanied by undated
stock or note powers, as applicable, duly executed in blank or other undated
instruments of transfer duly executed in blank and reasonably satisfactory to
the Administrative Agent and by such other instruments and documents as the
Administrative Agent may reasonably request and (ii) all other property
comprising part of the Pledged Collateral shall be accompanied by undated proper
instruments of assignment duly executed in blank by the applicable Grantor and
such other instruments and documents as the Administrative Agent may reasonably
request. Each delivery of Pledged Securities shall be accompanied by a schedule
describing such Pledged Securities, which schedule shall be deemed attached to,
and shall supplement, Schedule II hereto and be made a part hereof;
provided that failure to provide any such schedule hereto shall not
affect the validity of such pledge of such Pledged Securities. Each schedule so
delivered shall supplement any prior schedules so delivered.

SECTION 2.03. Representations, Warranties and Covenants. The Grantors
jointly and severally represent, warrant and covenant to and with the
Administrative Agent, for the benefit of the Secured Parties, that:

(a) as of the Effective Date, Schedule II hereto sets forth a true and
complete list, with respect to each Grantor, of (i) all the Equity Interests
owned by such Grantor in the Borrower, any Intermediate Parent or any Subsidiary
and the percentage of the issued and outstanding units of each class of the
Equity Interests of the issuer thereof represented by the Pledged Equity
Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned
by such Grantor;

(b) the Pledged Equity Interests and the Pledged Debt Securities have been
duly and validly authorized and issued by the issuers thereof and (i) in the
case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in
the case of Pledged Debt Securities, are legal, valid and binding obligations of
the issuers thereof, except to the extent that enforceability of such
obligations may be limited by applicable bankruptcy, insolvency, and other
similar laws affecting creditor153s rights generally; provided that the
foregoing representations, insofar as they relate to the Pledged Debt Securities
issued by a Person other than Holdings, any Intermediate Parent, the Borrower or
any Subsidiary, are made to the knowledge of the Grantors;

(c) except for the security interests granted hereunder and under any other
Loan Documents, each of the Grantors (i) is and, subject to any transfers made
in compliance with the Credit Agreement, will continue to be the direct owner,
beneficially and of record, of the Pledged Securities indicated on Schedule II
hereto as owned by such Grantor, (ii) holds the same free and clear of all
Liens, other than Liens permitted pursuant to Section 6.02 of the Credit
Agreement and transfers made in compliance with the Credit Agreement, (iii) will
make no further assignment, pledge, hypothecation or transfer of, or create or
permit to exist any security interest in or other Lien on, the Pledged
Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit
Agreement and transfers made in compliance with the Credit Agreement, and (iv)
will defend its title or interest thereto or therein against any and all Liens
(other than the Liens created by this Agreement and the other Loan Documents and
Liens permitted pursuant to Section 6.02 of the Credit Agreement), however
arising, of all Persons whomsoever;

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(d) except for restrictions and limitations imposed by the Loan Documents or
securities laws generally, the Pledged Equity Interests and, to the extent
issued by Holdings, any Intermediate Parent, the Borrower or any Subsidiary, the
Pledged Debt Securities are and will continue to be freely transferable and
assignable, and none of the Pledged Equity Interests and, to the extent issued
by Holdings, any Intermediate Parent, the Borrower or any Subsidiary, the
Pledged Debt Securities are or will be subject to any option, right of first
refusal, shareholders agreement, charter, by-law or other organizational
document provisions or contractual restriction of any nature that might
prohibit, impair, delay or otherwise affect in any manner adverse to the Secured
Parties in any material respect the pledge of such Pledged Collateral hereunder,
the sale or disposition thereof pursuant hereto or the exercise by the
Administrative Agent of rights and remedies hereunder;

(e) each of the Grantors has the power and authority to pledge the Pledged
Collateral pledged by it hereunder in the manner hereby done or contemplated;

(f) by virtue of the execution and delivery by the Grantors of this
Agreement, when any Pledged Securities are delivered to the Administrative Agent
in accordance with this Agreement, the Administrative Agent will obtain a legal,
valid and perfected lien upon and security interest in such Pledged Securities,
free of any adverse claims, under the New York UCC to the extent such lien and
security interest may be created and perfected under the New York UCC, as
security for the payment and performance of the Secured Obligations; and

(g) subject to the terms of this Agreement and to the extent permitted by
applicable law, each Grantor hereby agrees that upon the occurrence and during
the continuance of an Event of Default, it will comply with instructions of the
Administrative Agent with respect to the Equity Interests in such Grantor that
constitute Pledged Equity hereunder that are not certificated without further
consent by the applicable owner or holder of such Equity Interests.

SECTION 2.04. Registration in Nominee Name; Denominations. If an Event
of Default shall have occurred and is continuing and the Administrative Agent
shall have notified the Grantors of its intent to exercise such rights, the
Administrative Agent, on behalf of the Secured Parties, shall have the right (in
its sole and absolute discretion) to hold the Pledged Securities in the name of
the applicable Grantor, endorsed or assigned in blank or in favor of the
Administrative Agent or in its own name as pledgee or in the name of its nominee
(as pledgee or as sub-agent), and each Grantor will promptly give to the
Administrative Agent copies of any notices or other communications received by
it with respect to Pledged Securities registered in the name of such Grantor.
Upon the occurrence and during the continuance of an Event of Default, the
Administrative Agent shall at all times have the right to exchange the
certificates representing Pledged Securities for certificates of smaller or
larger denominations for any reasonable purpose consistent with this Agreement.

SECTION 2.05. Voting Rights; Dividends and Interest. (a) Unless and
until an Event of Default shall have occurred and is continuing and the
Administrative Agent shall have notified the Grantors that their rights under
this Section 2.05 are being suspended:

(i) each Grantor shall be entitled to exercise any and all voting and/or
other consensual rights and powers inuring to an owner of Pledged Securities or
any part thereof for any purpose consistent with the terms of this Agreement,
the Credit Agreement and the other Loan Documents; provided that such
rights and powers shall not be exercised in any manner that could materially and
adversely affect the rights inuring to a holder of any Pledged Securities or the
rights and remedies of any of the Administrative Agent or the other Secured
Parties under this Agreement or any other Loan Document or the ability of the
Secured Parties to exercise the same;

(ii) the Administrative Agent shall promptly execute and deliver to each
Grantor, or cause to be promptly executed and delivered to such Grantor, all
such proxies, powers of attorney and other instruments as such Grantor may
reasonably request for the purpose of enabling such Grantor to exercise the
voting and/or consensual rights and powers it is entitled to exercise pursuant
to paragraph (a)(i) of this Section;

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(iii) each Grantor shall be entitled to receive and retain any and all
dividends, interest, principal and other distributions paid on or distributed in
respect of the Pledged Securities to the extent and only to the extent that such
dividends, interest, principal and other distributions are permitted by, and are
otherwise paid or distributed in accordance with, the terms and conditions of
the Credit Agreement, the other Loan Documents and applicable laws;
provided that any noncash dividends, interest, principal or other
distributions that would constitute Pledged Equity Interests or Pledged Debt
Securities, whether resulting from a subdivision, combination or
reclassification of the outstanding Equity Interests in the issuer of any
Pledged Securities or received in exchange for Pledged Securities or any part
thereof, or in redemption thereof, or as a result of any merger, consolidation,
acquisition or other exchange of assets to which such issuer may be a party or
otherwise, shall be and become part of the Pledged Collateral and, if received
by any Grantor, shall not be commingled by such Grantor with any of its other
funds or property but shall be held separate and apart therefrom, shall be held
in trust for the benefit of the Administrative Agent and the other Secured
Parties and shall be forthwith delivered to the Administrative Agent in the same
form as so received (with any necessary endorsements, stock or note powers and
other instruments of transfer reasonably requested by the Administrative Agent).

(b) Upon the occurrence and during the continuance of an Event of Default,
after the Administrative Agent shall have notified the Grantors of the
suspension of their rights under paragraph (a)(iii) of this Section 2.05, all
rights of any Grantor to dividends, interest, principal or other distributions
that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of
this Section 2.05 shall cease, and all such rights shall thereupon become vested
in the Administrative Agent, which shall have the sole and exclusive right and
authority to receive and retain such dividends, interest, principal or other
distributions. All dividends, interest, principal or other distributions
received by any Grantor contrary to the provisions of this Section 2.05 shall be
held in trust for the benefit of the Administrative Agent and the other Secured
Parties shall be segregated from other property or funds of such Grantor and
shall be forthwith delivered to the Administrative Agent upon demand in the same
form as so received (with any necessary endorsements, stock or note powers and
other instruments of transfer reasonably requested by the Administrative Agent).
Any and all money and other property paid over to or received by the
Administrative Agent pursuant to the provisions of this paragraph (b) shall be
retained by the Administrative Agent in an account to be established by the
Administrative Agent upon receipt of such money or other property and shall be
applied in accordance with the provisions of Section 4.02. After all Events of
Default have been cured or waived and the Borrower has delivered to the
Administrative Agent a certificate of a Responsible Officer of the Borrower to
that effect, the Administrative Agent shall promptly repay to each Grantor
(without interest) all dividends, interest, principal or other distributions
that such Grantor would otherwise be permitted to retain pursuant to the terms
of paragraph (a)(iii) of this Section 2.05 and that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default,
after the Administrative Agent shall have notified the Grantors of the
suspension of their rights under paragraph (a)(i) of this Section 2.05, all
rights of any Grantor to exercise the voting and consensual rights and powers it
is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05, and
the obligations of the Administrative Agent under paragraph (a)(ii) of this
Section 2.05, shall cease, and all such rights shall thereupon become vested in
the Administrative Agent, which shall have the sole and exclusive right and
authority to exercise such voting and consensual rights and powers;
provided that, unless otherwise directed by the Required Lenders, the
Administrative Agent shall have the right from time to time following and during
the continuance of an Event of Default to permit the Grantors to exercise such
rights. After all Events of Default have been cured or waived and the Borrower
has delivered to the Administrative Agent a certificate of a Responsible Officer
of the Borrower to that effect, all rights vested in the Administrative Agent
pursuant to this paragraph (c) shall cease, and the Grantors shall have the
exclusive right to exercise the voting and consensual rights and powers they
would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this
Section 2.05.

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(d) Any notice given by the Administrative Agent to the Grantors suspending
their rights under paragraph (a) of this Section 2.05 (i) may be given by
telephone if promptly confirmed in writing, (ii) may be given with respect to
one or more of the Grantors at the same or different times and (iii) may suspend
the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part
without suspending all such rights (as specified by the Administrative Agent in
its sole and absolute discretion) and without waiving or otherwise affecting the
Administrative Agent153s rights to give additional notices from time to time
suspending other rights so long as an Event of Default has occurred and is
continuing.

ARTICLE III

Security Interests in Personal Property

SECTION 3.01. Security Interest. (a) As security for the payment or
performance, as the case may be, in full of the Secured Obligations, each
Grantor hereby grants to the Administrative Agent, its successors and assigns,
for the benefit of the Secured Parties, a security interest (the “Security
Interest“) in all of such Grantor153s right, title and interest in, to and
under any and all of the following assets now owned or at any time hereafter
acquired by such Grantor or in which such Grantor now has or at any time in the
future may acquire any right, title or interest (collectively, the “Article 9
Collateral“):

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Documents;

(iv) all Equipment;

(v) all General Intangibles, including all Intellectual Property;

(vi) all Instruments;

(vii) all Inventory;

(viii) all other Goods;

(ix) all Investment Property;

(x) all Letter-of-Credit Rights;

(xi) all Commercial Tort Claims specifically described on Schedule IV hereto,
as such schedule may be supplemented from time to time pursuant to Section
3.04(d);

(xii) all books and records pertaining to the Article 9 Collateral; and

(xiii) to the extent not otherwise included, all Proceeds and products of any
and all of the foregoing and all Supporting Obligations, collateral security and
guarantees given by any Person with respect to any of the foregoing;

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provided that in no event shall the Security Interest attach to (A)
any lease, license, contract or agreement to which a Grantor is a party or any
of its rights or interests thereunder if, to the extent and for so long as the
grant of such security interest shall constitute or result in a breach of or a
default under, or creates an enforceable right of termination in favor of any
party (other than any Loan Party) to, such lease, license, contract or agreement
(other than to the extent that any such term would be rendered ineffective, or
is otherwise unenforceable, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of
the UCC or any other applicable Requirement of Law); provided that, to
the extent severable, the Security Interest shall attach immediately to any
portion of such lease, license, contract or agreement that does not result in
any such breach, termination or default, including any Proceeds of such lease,
license, contract or agreement; (B) any motor vehicle or other asset covered by
a certificate of title or ownership, whether now owned or hereafter acquired,
the perfection of which is excluded from the UCC in the relevant jurisdiction;
(C) any asset owned by any Grantor that is subject to a Lien of the type
permitted by Section 6.02(iv) of the Credit Agreement (whether or not incurred
pursuant to such Section) or a Lien permitted by Section 6.02(xi) of the Credit
Agreement, in each case if, to the extent and for so long as the grant of a Lien
thereon hereunder to secure the Secured Obligations constitutes a breach of or a
default under, or creates a right of termination in favor of any party (other
than any Loan Party) to, any agreement pursuant to which such Lien has been
created; provided that the Security Interest shall attach immediately to
any such asset (x) at the time the provision of such agreement containing such
restriction ceases to be in effect and (y) to the extent any such breach or
default is not rendered ineffective by, or is otherwise unenforceable pursuant
to the UCC or any other applicable Requirement of Law; (D) any asset owned by
any Grantor with respect to which Borrower, with the written consent of the
Administrative Agent (not to be unreasonably withheld or delayed), shall have
provided to the Administrative Agent a certificate of a Financial Officer to the
effect that, based on advice of outside counsel or tax advisors of national
recognition, the creation of such security interest in such asset hereunder
would result in adverse tax consequences to Holdings, any Intermediate Parent,
the Borrower and its Restricted Subsidiaries (other than on account of any Taxes
payable in connection with filings, recordings, registrations, stampings and any
similar acts in connection with the creation or perfection of the Liens granted
hereunder) that shall have been determined by Borrower to be material to
Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries;
(E) any asset owned by any Grantor if, to the extent and for so long as the
grant of such security interest in such asset shall be prohibited by any
applicable Requirements of Law (other than to the extent that any such
prohibition would be rendered ineffective pursuant to the UCC or any other
applicable Requirements of Law); provided that the Security Interest
shall attach immediately to such asset at such time as such prohibition ceases
to be in effect; (F) any asset owned by any Grantor that the Borrower and the
Administrative Agent shall have agreed in writing to exclude from being Article
9 Collateral on account of the cost of creating a security interest in such
asset hereunder (including any adverse tax consequences to Holdings, any
Intermediate Parent, the Borrower and the Subsidiaries resulting therefrom)
being excessive in view of the benefits to be obtained by the Secured Parties
therefrom; (G) any intent-to-use trademark applications filed in the United
States Patent and Trademark Office; and (H) the Excluded Equity Interests (it
being understood that, to the extent the Security Interest shall not have
attached to any such asset as a result of clauses (A) through (H) above, the
term “Article 9 Collateral” shall not include any such asset); provided,
however, that Article 9 Collateral shall include any Proceeds, substitutions or
replacements of any of the foregoing (unless such Proceeds, substitutions or
replacements would constitute property referred to in clauses (A) through (H)).

(b) Each Grantor hereby irrevocably authorizes the Administrative Agent for
the benefit of the Secured Parties at any time and from time to time to file in
any relevant jurisdiction any financing statements (including fixture filings)
with respect to the Article 9 Collateral or any part thereof and amendments
thereto that (i) describe the collateral covered thereby in any manner that the
Administrative Agent reasonably determines is necessary or advisable to ensure
the perfection of the security interest in the Article 9 Collateral granted
under this Agreement, including indicating the Collateral as “all assets” of
such Grantor or words of similar effect, and (ii) contain the information
required by Article 9 of the UCC or the analogous legislation of each applicable
jurisdiction for the filing of any financing statement or amendment, including
(A) whether such Grantor is an organization, the type of organization and any
organizational identification number issued to such Grantor and (B) in the case
of a financing statement filed as a fixture filing, a sufficient description of
the real property to which such Article 9 Collateral relates. Each Grantor
agrees to provide such information to the Administrative Agent promptly upon
request.

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Each Grantor also ratifies its authorization for the Administrative Agent to
file in any relevant jurisdiction any initial financing statements or amendments
thereto with respect to the Article 9 Collateral or any part thereof naming any
Grantor as debtor or the Grantors as debtors and the Administrative Agent as
secured party, if filed prior to the date hereof.

The Administrative Agent is further authorized to file with the United States
Patent and Trademark Office or United States Copyright Office (or any successor
office) such documents as may be reasonably necessary or advisable for the
purpose of perfecting, confirming, continuing, enforcing or protecting the
Security Interest in Article 9 Collateral consisting of Patents, Trademarks or
Copyrights granted by each Grantor and naming any Grantor or the Grantors as
debtors and the Administrative Agent as secured party.

(c) The Security Interest and the security interest granted pursuant to
Article II are granted as security only and shall not subject the Administrative
Agent or any other Secured Party to, or in any way alter or modify, any
obligation or liability of any Grantor with respect to or arising out of the
Collateral.

SECTION 3.02. Representations and Warranties. The Grantors jointly and
severally represent and warrant to the Administrative Agent, for the benefit of
the Secured Parties, that:

(a) Each Grantor has good and valid rights in and title to the Article 9
Collateral with respect to which it has purported to grant a Security Interest
hereunder, except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or as proposed to be
conducted or to utilize such properties for their intended purposes, in each
case except where the failure to do so could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, and has full power
and authority to grant to the Administrative Agent, for the benefit of the
Secured Parties, the Security Interest in such Article 9 Collateral pursuant
hereto and to execute, deliver and perform its obligations in accordance with
the terms of this Agreement, without the consent or approval of any other Person
other than any consent or approval that has been obtained and except to the
extent that failure to obtain or make such consent or approval, as the case may
be, individually or in aggregate, could not reasonably be expected to have a
Material Adverse Effect.

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(b) The Perfection Certificate has been duly prepared, completed and executed
and the information set forth therein, including the exact legal name and
jurisdiction of organization of each Grantor, is correct and complete in all
material respects as of the Effective Date. The Uniform Commercial Code
financing statements (including fixture filings, as applicable) or other
appropriate filings, recordings or registrations prepared by the Administrative
Agent based upon the information provided to the Administrative Agent in the
Perfection Certificate for filing in each governmental, municipal or other
office specified in Schedule 2 to the Perfection Certificate (or specified by
notice from the Borrower to the Administrative Agent after the Effective Date in
the case of filings, recordings or registrations required by Section 5.03 or
5.12 of the Credit Agreement), are all the filings, recordings and registrations
(other than filings required to be made in the United States Patent and
Trademark Office and the United States Copyright Office in order to perfect the
Security Interest in Article 9 Collateral consisting of United States Patents,
Trademarks and Copyrights) that are necessary to establish a legal, valid and
perfected security interest in favor of the Administrative Agent, for the
benefit of the Secured Parties, in respect of all Article 9 Collateral in which
the Security Interest may be perfected by filing, recording or registration in
the United States, and no further or subsequent filing, refiling, recording,
rerecording, registration or reregistration is necessary, except as provided
under applicable law with respect to the filing of continuation statements
(other than such actions as are necessary to perfect the Security Interest with
respect to any Article 9 Collateral consisting of registered or applied for
Patents, Trademarks and Copyrights acquired or developed by a Grantor after the
date hereof). The Grantors represent and warrant that a fully executed Patent
Security Agreement, Trademark Security Agreement and Copyright Security
Agreement, in each case containing a description of the Article 9 Collateral
consisting of United States registered Patents, United States registered
Trademarks and United States registered Copyrights (and applications for any of
the foregoing), as applicable, and executed by each Grantor owning any such
Article 9 Collateral, have been delivered to the Administrative Agent for
recording with the United States Patent and Trademark Office or the United
States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17
U.S.C. § 205 and the regulations thereunder, as applicable, and otherwise as may
be required pursuant to the laws of any other necessary jurisdiction, to protect
the validity of and to establish a legal, valid and perfected security interest
in favor of the Administrative Agent, for the benefit of the Secured Parties, in
respect of all Article 9 Collateral consisting of Patents, Trademarks and
Copyrights in which a security interest may be perfected by filing, recording or
registration in the United States, and no further or subsequent filing,
refiling, recording, rerecording, registration or reregistration is necessary
(other than such actions as are necessary to perfect the Security Interest with
respect to any Article 9 Collateral consisting of registered or applied for
Patents, Trademarks and Copyrights acquired or developed by a Grantor after the
date hereof).

(c) The Security Interest constitutes (i) a legal and valid security interest
in all the Article 9 Collateral securing the payment and performance of the
Secured Obligations, (ii) subject to the filings described in paragraph (b) of
this Section 3.02, a perfected security interest in all Article 9 Collateral in
which a security interest may be perfected by filing, recording or registering a
financing statement or analogous document in the United States pursuant to the
Uniform Commercial Code and (iii) subject to the filings described in paragraph
(b) of this Section 3.02, a security interest that shall be perfected in all
Article 9 Collateral in which a security interest may be perfected upon the
receipt and recording of a Patent Security Agreement, a Trademark Security
Agreement and a Copyright Security Agreement with the United States Patent and
Trademark Office and the United States Copyright Office, as applicable, within
the three-month period after the date hereof pursuant to 35 U.S.C. § 261 or 15
U.S.C. § 1060 or the one-month period after the date hereof pursuant to 17
U.S.C. § 205. The Security Interest is and shall be prior to any other Lien on
any of the Article 9 Collateral, other than Liens permitted pursuant to Section
6.02 of the Credit Agreement.

(d) The Article 9 Collateral is owned by the Grantors free and clear of any
Lien, except for Liens expressly permitted pursuant to Section 6.02 of the
Credit Agreement. None of the Grantors has filed or consented to the filing of
(i) any financing statement or analogous document under the Uniform Commercial
Code or any other applicable laws covering any Article 9 Collateral or (ii) any
assignment in which any Grantor assigns any Article 9 Collateral or any security
agreement or similar instrument covering any Article 9 Collateral with the
United States Patent and Trademark Office or the United States Copyright Office,
except, in each case, for Liens expressly permitted pursuant to Section 6.02 of
the Credit Agreement.

SECTION 3.03. Covenants. (a) Each Grantor shall, at its own expense,
take any and all commercially reasonable actions necessary to defend title to
the Article 9 Collateral against all Persons, except with respect to Article 9
Collateral that such Grantor determines in its reasonable business judgment is
no longer necessary or beneficial to the conduct of such Grantor153s business, and
to defend the Security Interest of the Administrative Agent in the Article 9
Collateral and the priority thereof against any Lien not permitted pursuant to
Section 6.02 of the Credit Agreement, subject to the rights of such Grantor
under Section 9.15 of the Credit Agreement and corresponding provisions of the
Security Documents to obtain a release of the Liens created under the Security
Documents.

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(b) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver
and cause to be duly filed all such further instruments and documents and take
all such actions as the Administrative Agent may from time to time reasonably
request to better assure, preserve, protect and perfect the Security Interest
and the rights and remedies created hereby, including the payment of any fees
and Taxes required in connection with the execution and delivery of this
Agreement, the granting of the Security Interest and the filing of any financing
statements (including fixture filings) or other documents in connection herewith
or therewith. If any amount payable under or in connection with any of the
Article 9 Collateral shall be or become evidenced by any promissory note (which
may be a global note) or other instrument (other than any promissory note or
other instrument in an aggregate principal amount of less than $5,000,000 owed
to the applicable Grantor by any Person), such note or instrument shall be
promptly pledged and delivered to the Administrative Agent, for the benefit of
the Secured Parties, together with an undated instrument of transfer duly
executed in blank and in a manner reasonably satisfactory to the Administrative
Agent.

Without limiting the generality of the foregoing, each Grantor hereby
authorizes the Administrative Agent, with prompt written notice thereof to the
Grantors, to supplement this Agreement by supplementing Schedule III hereto or
adding additional schedules hereto to identify specifically any asset or item
that may constitute an application or registration for any Copyright, Patent or
Trademark; provided that any Grantor shall have the right, exercisable
within 10 days (or such longer period as shall be agreed by the Borrower and the
Administrative Agent) after it has been notified in writing by the
Administrative Agent of the specific identification of such Collateral, to
advise the Administrative Agent in writing of any inaccuracy (i) with respect to
such supplement or additional schedule or (ii) of the representations and
warranties made by such Grantor hereunder with respect to such Collateral. Each
Grantor agrees that, at the reasonable request of the Administrative Agent, it
will use commercially reasonable efforts to take such action as shall be
reasonably necessary in order that all representations and warranties hereunder
shall be true and correct with respect to such Collateral within 10 days (or
such longer period as shall be agreed by the Borrower and the Administrative
Agent) after the date it has been notified in writing by the Administrative
Agent of the specific identification of such Collateral.

(c) At its option, the Administrative Agent may discharge past due taxes,
assessments, charges, fees, Liens, security interests or other encumbrances at
any time levied or placed on the Article 9 Collateral and not permitted pursuant
to Section 6.02 of the Credit Agreement, and may pay for the maintenance and
preservation of the Article 9 Collateral to the extent any Grantor fails to do
so as required by the Credit Agreement, this Agreement or any other Loan
Document and within a reasonable period of time after the Administrative Agent
has requested that it do so, and each Grantor jointly and severally agrees to
reimburse the Administrative Agent, within 10 days after demand, for any
reasonable payment made or any reasonable expense incurred by the Administrative
Agent pursuant to the foregoing authorization; provided that nothing in
this paragraph shall be interpreted as excusing any Grantor from the performance
of, or imposing any obligation on the Administrative Agent or any Secured Party
to cure or perform, any covenants or other promises of any Grantor with respect
to taxes, assessments, charges, fees, Liens, security interests or other
encumbrances and maintenance as set forth herein or in the other Loan Documents.

(d) Each Grantor shall remain liable, as between such Grantor and the
relevant counterparty under each contract, agreement or instrument relating to
the Article 9 Collateral, to observe and perform all the conditions and
obligations to be observed and performed by it under such contract, agreement or
instrument, all in accordance with the terms and conditions thereof, and each
Grantor jointly and severally agrees to indemnify and hold harmless the
Administrative Agent and the other Secured Parties from and against any and all
liability for such performance.

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(e) It is understood that no Grantor shall be required by this Agreement to
perfect the security interests created hereunder by any means other than (i)
filings pursuant to the Uniform Commercial Code, (ii) filings with the United
States Patent and Trademark Office or United States Copyright Office (or any
successor office) in respect of registered Intellectual Property
(provided that, with respect to Licenses, such filings shall be limited
to exclusive Copyright Licenses under which such Grantor is a licensee), (iii)
in the case of Collateral that constitutes Tangible Chattel Paper, Pledged
Securities, Instruments, Certificated Securities or Negotiable Documents,
delivery thereof to the Administrative Agent in accordance with the terms hereof
(together with, where applicable, undated stock or note powers or other undated
proper instruments of assignment) and (iv) other actions to the extent required
by Section 3.03(b) (solely with respect to the second sentence thereof), Section
3.04(c) and Section 3.04(d) hereunder. No Grantor shall be required to (i)
complete any filings or other action with respect to the perfection of the
security interests created hereby in any jurisdiction outside of the United
States or (ii) deliver control agreements with respect to, or confer perfection
by “control” over, any Deposit Accounts or Securities Accounts.

(f) Each Grantor irrevocably makes, constitutes and appoints the
Administrative Agent (and all officers, employees or agents designated by the
Administrative Agent) as such Grantor153s true and lawful agent (and
attorney-in-fact) for the purpose, upon the occurrence and during the
continuance of an Event of Default and after notice to the Borrower of its
intent to exercise such rights, of making, settling and adjusting claims in
respect of Article 9 Collateral under policies of insurance, endorsing the name
of such Grantor on any check, draft, instrument or other item of payment for the
proceeds of such policies of insurance and for making all determinations and
decisions with respect thereto. In the event that any Grantor at any time or
times shall fail to obtain or maintain any of the policies of insurance required
hereby or to pay any premium in whole or part relating thereto, the
Administrative Agent may, without waiving or releasing any obligation or
liability of the Grantors hereunder or any Default or Event of Default, in its
sole discretion, obtain and maintain such policies of insurance and pay such
premium and take any other actions with respect thereto as the Administrative
Agent reasonably deems advisable. All sums disbursed by the Administrative Agent
in connection with this paragraph, including reasonable out-of-pocket attorneys153
fees, court costs, expenses and other charges relating thereto, shall be
payable, within 10 days of demand, by the Grantors to the Administrative Agent
and shall be additional Secured Obligations secured hereby.

SECTION 3.04. Other Actions. In order to further insure the
attachment, perfection and priority of, and the ability of the Administrative
Agent to enforce, the Security Interest, each Grantor agrees, in each case at
such Grantor153s own expense, to take the following actions with respect to the
following Article 9 Collateral:

(a) Instruments. If any Grantor shall at any time hold or acquire any
Instruments constituting Collateral (other than Instruments with a face amount
of less than $5,000,000 and other than checks to be deposited in the ordinary
course of business), such Grantor shall promptly endorse, assign and deliver the
same to the Administrative Agent, accompanied by such undated instruments of
transfer or assignment duly executed in blank as the Administrative Agent may
from time to time reasonably request.

(b) Investment Property. Except to the extent otherwise provided in
Article II, if any Grantor shall at any time hold or acquire any certificated
securities, such Grantor shall forthwith endorse, assign and deliver the same to
the Administrative Agent, accompanied by such undated instruments of transfer or
assignment duly executed in blank as the Administrative Agent may from time to
time reasonably request.

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(c) Letter-of-Credit Rights. If any Grantor is at any time a
beneficiary under a letter of credit with an aggregate face amount in excess of
$5,000,000 now or hereafter issued in favor of such Grantor that is not a
Supporting Obligation with respect to any of the Collateral, such Grantor shall
promptly notify the Administrative Agent thereof and, at the request and option
of the Administrative Agent, such Grantor shall, pursuant to an agreement in
form and substance reasonably satisfactory to the Administrative Agent, either
(i) use commercially reasonable efforts to arrange for the issuer and any
confirmer of such letter of credit to consent to an assignment to the
Administrative Agent of the proceeds of any drawing under such letter of credit
or (ii) use commercially reasonable efforts to arrange for the Administrative
Agent to become the transferee beneficiary of such letter of credit, with the
Administrative Agent agreeing, in each case, that the proceeds of any drawing
under such letter of credit are to be paid to the applicable Grantor unless an
Event of Default has occurred and is continuing.

(d) Commercial Tort Claims. If any Grantor shall at any time hold or
acquire a Commercial Tort Claim in an amount reasonably estimated to exceed
$5,000,000, such Grantor shall promptly notify the Administrative Agent thereof
in a writing signed by such Grantor, including a summary description of such
claim, and Schedule IV hereto shall be deemed to be supplemented to include such
description of such commercial tort claim as set forth in such writing.

SECTION 3.05. Covenants Regarding Patent, Trademark and Copyright
Collateral. (a) Except to the extent failure so to act could not reasonably
be expected to have a Material Adverse Effect of the type referred to in clause
(a) or (b) of the definition of such term in the Credit Agreement, with respect
to registration or pending application of each item of its Intellectual Property
for which such Grantor has standing to do so, each Grantor agrees (i) to
maintain the validity and enforceability of any registered Intellectual Property
(or applications therefor) and to maintain such registrations and applications
of Intellectual Property in full force and effect and (ii) to pursue the
registration and maintenance of each Patent, Trademark or Copyright registration
or application, now or hereafter included in the Intellectual Property of such
Grantor, including the payment of required fees and taxes, the filing of
responses to office actions issued by the U.S. Patent and Trademark Office, the
U.S. Copyright Office or other governmental authorities, the filing of
applications for renewal or extension, the filing of affidavits under Sections 8
and 15 of the U.S. Trademark Act, the filing of divisional, continuation,
continuation-in-part, reissue and renewal applications or extensions, the
payment of maintenance fees and the participation in interference,
reexamination, opposition, cancellation, infringement and misappropriation
proceedings.

(b) Except as could not reasonably be expected to have a Material Adverse
Effect of the type referred to in clause (a) or (b) of the definition of such
term in the Credit Agreement, no Grantor shall do or permit any act or knowingly
omit to do any act whereby any of its Intellectual Property may lapse, be
terminated, or become invalid or unenforceable or placed in the public domain
(or in case of a trade secret, lose its competitive value).

(c) Except where failure to do so could not reasonably be expected to have a
Material Adverse Effect of the type referred to in clause (a) or (b) of the
definition of such term in the Credit Agreement, each Grantor shall take all
steps to preserve and protect each item of its Intellectual Property, including
maintaining the quality of any and all products or services used or provided in
connection with any of the Trademarks, consistent with the quality of the
products and services as of the date hereof, and taking all steps necessary to
ensure that all licensed users of any of the Trademarks abide by the applicable
license153s terms with respect to the standards of quality.

-15-

(d) Each Grantor agrees that, should it obtain an ownership or other interest
in any Intellectual Property after the Effective Date, (i) the provisions of
this Agreement shall automatically apply thereto and (ii) any such Intellectual
Property and, in the case of Trademarks, the goodwill symbolized thereby, shall
automatically become Intellectual Property subject to the terms and conditions
of this Agreement.

(e) Nothing in this Agreement shall prevent any Grantor from disposing of,
discontinuing the use or maintenance of, failing to pursue or otherwise allowing
to lapse, terminate or put into the public domain any of its Intellectual
Property to the extent permitted by the Credit Agreement if such Grantor
determines in its reasonable business judgment that such discontinuance is
desirable in the conduct of its business.

ARTICLE IV

Remedies

SECTION 4.01. Remedies upon Default. Upon the occurrence and during
the continuance of an Event of Default, each Grantor agrees to deliver, on
demand, each item of Collateral to the Administrative Agent or any Person
designated by the Administrative Agent, and it is agreed that the Administrative
Agent shall have the right to take any of or all the following actions at the
same or different times: (a) with respect to any Article 9 Collateral consisting
of Intellectual Property, on demand, to cause the Security Interest to become an
assignment, transfer and conveyance of any of or all such Article 9 Collateral
by the applicable Grantors to the Administrative Agent, for the benefit of the
Secured Parties, or to license or sublicense, whether on an exclusive or
nonexclusive basis, any such Article 9 Collateral throughout the world on such
terms and conditions and in such manner as the Administrative Agent shall
determine (other than in violation of any then-existing licensing arrangements
to the extent that waivers cannot be obtained), and (b) with or without legal
process and with or without prior notice or demand for performance, to take
possession of the Article 9 Collateral and the Pledged Collateral and without
liability for trespass to enter any premises where the Article 9 Collateral or
the Pledged Collateral may be located for the purpose of taking possession of or
removing the Article 9 Collateral and the Pledged Collateral and, generally, to
exercise any and all rights afforded to a secured party under the Uniform
Commercial Code or other applicable law. Without limiting the generality of the
foregoing, each Grantor agrees that the Administrative Agent shall have the
right, subject to the mandatory requirements of applicable law and the notice
requirements described below, to sell or otherwise dispose of all or any part of
the Collateral at a public or private sale or at any broker153s board or on any
securities exchange, for cash, upon credit or for future delivery as the
Administrative Agent shall deem appropriate. The Administrative Agent shall be
authorized at any such sale of securities (if it deems it advisable to do so) to
restrict the prospective bidders or purchasers to Persons who will represent and
agree that they are purchasing the Collateral for their own account for
investment and not with a view to the distribution or sale thereof, and upon
consummation of any such sale the Administrative Agent shall have the right to
assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold. Each such purchaser at any sale of Collateral shall hold the
property sold absolutely free from any claim or right on the part of any
Grantor, and each Grantor hereby waives (to the extent permitted by law) all
rights of redemption, stay and appraisal that such Grantor now has or may at any
time in the future have under any rule of law or statute now existing or
hereafter enacted.

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The Administrative Agent shall give the applicable Grantors no less than 10
days153 written notice (which each Grantor agrees is reasonable notice within the
meaning of Section 9-611 of the New York UCC or its equivalent in other
jurisdictions) of the Administrative Agent153s intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and
place for such sale and, in the case of a sale at a broker153s board or on a
securities exchange, shall state the board or exchange at which such sale is to
be made and the day on which the Collateral or portion thereof, will first be
offered for sale at such board or exchange. Any such public sale shall be held
at such time or times within ordinary business hours and at such place or places
as the Administrative Agent may fix and state in the notice (if any) of such
sale. At any such sale, the Collateral, or portion thereof, to be sold may be
sold in one lot as an entirety or in separate parcels, as the Administrative
Agent may (in its sole and absolute discretion) determine. The Administrative
Agent shall not be obligated to make any sale of any Collateral if it shall
determine not to do so, regardless of the fact that notice of sale of such
Collateral shall have been given. The Administrative Agent may, without notice
or publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case any sale of all or any part of the
Collateral is made on credit or for future delivery, the Collateral so sold may
be retained by the Administrative Agent until the sale price is paid by the
purchaser or purchasers thereof, but the Administrative Agent and the other
Secured Parties shall not incur any liability in case any such purchaser or
purchasers shall fail to take up and pay for the Collateral so sold and, in case
of any such failure, such Collateral may be sold again upon like notice. At any
public (or, to the extent permitted by law, private) sale made pursuant to this
Agreement, any Secured Party may bid for or purchase, free (to the extent
permitted by law) from any right of redemption, stay, valuation or appraisal on
the part of any Grantor (all said rights being also hereby waived and released
to the extent permitted by law), the Collateral or any part thereof offered for
sale and may make payment on account thereof by using any claim then due and
payable to such Secured Party from any Grantor as a credit against the purchase
price, and such Secured Party may, upon compliance with the terms of sale, hold,
retain and dispose of such property without further accountability to any
Grantor therefor. For purposes hereof, a written agreement to purchase the
Collateral or any portion thereof shall be treated as a sale thereof; the
Administrative Agent shall be free to carry out such sale pursuant to such
agreement and no Grantor shall be entitled to the return of the Collateral or
any portion thereof subject thereto, notwithstanding the fact that after the
Administrative Agent shall have entered into such an agreement all Events of
Default shall have been remedied and the Secured Obligations paid in full. As an
alternative to exercising the power of sale herein conferred upon it, the
Administrative Agent may proceed by a suit or suits at law or in equity to
foreclose this Agreement and to sell the Collateral or any portion thereof
pursuant to a judgment or decree of a court or courts having competent
jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale
pursuant to the provisions of this Section 4.01 shall be deemed to conform to
the commercially reasonable standards as provided in Section 9-610(b) of the New
York UCC or its equivalent in other jurisdictions.

SECTION 4.02. Application of Proceeds. The Administrative Agent shall
apply the proceeds of any collection or sale of Collateral, including any
Collateral consisting of cash, as follows:

FIRST, to the payment of all costs and expenses incurred by the
Administrative Agent in connection with such collection or sale or otherwise in
connection with this Agreement, any other Loan Document or any of the Secured
Obligations, including all court costs and the fees and expenses of its agents
and legal counsel, the repayment of all advances made by the Administrative
Agent hereunder or under any other Loan Document on behalf of any Grantor and
any other costs or expenses incurred in connection with the exercise of any
right or remedy hereunder or under any other Loan Document;

SECOND, to the payment in full of the Secured Obligations (the amounts so
applied to be distributed among the Secured Parties pro rata in accordance with
the amounts of the Secured Obligations owed to them on the date of any such
distribution); and

THIRD, to the Grantors, their successors or assigns, or as a court of
competent jurisdiction may otherwise direct.

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The Administrative Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of Collateral by the Administrative Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Administrative Agent or of the officer making the sale shall
be a sufficient discharge to the purchaser or purchasers of the Collateral so
sold and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Administrative
Agent or such officer or be answerable in any way for the misapplication
thereof. The Administrative Agent shall have no liability to any of the Secured
Parties for actions taken in reliance on information supplied to it as to the
amounts of unpaid principal and interest and other amounts outstanding with
respect to the Secured Obligations.

SECTION 4.03. Grant of License to Use Intellectual Property. For the
purpose of enabling the Administrative Agent to exercise rights and remedies
under this Agreement, each Grantor shall, upon request by the Administrative
Agent solely during the continuance of an Event of Default, grant to the
Administrative Agent an irrevocable, nonexclusive license (exercisable without
payment of royalty or other compensation to the Grantors) to use, license or
sublicense any of the Collateral consisting of Intellectual Property now owned
or hereafter acquired by such Grantor, and wherever the same may be located, and
including in such license reasonable access to all media in which any of the
licensed items may be recorded or stored and to all computer software and
programs used for the compilation or printout thereof to the extent that such
non-exclusive license (a) does not violate the express terms of any agreement
between a Grantor and a third party governing the applicable Grantor153s use of
such Collateral consisting of Intellectual Property, or gives such third party
any right of acceleration, modification or cancellation therein and (b) is not
prohibited by any Requirements of Law; provided that such licenses to be
granted hereunder with respect to Trademarks shall be subject to the maintenance
of quality standards with respect to the goods and services on which such
Trademarks are used sufficient to preserve the validity of such Trademarks. The
use of such license by the Administrative Agent may be exercised, at the option
of the Administrative Agent, during the continuation of an Event of Default;
provided further that any license, sublicense or other transaction
entered into by the Administrative Agent in accordance herewith shall be binding
upon the Grantors notwithstanding any subsequent cure of an Event of Default.

SECTION 4.04. Securities Act. In view of the position of the Grantors
in relation to the Pledged Collateral, or because of other current or future
circumstances, a question may arise under the Securities Act of 1933, as now or
hereafter in effect, or any similar statute hereafter enacted analogous in
purpose or effect (such Act and any such similar statute as from time to time in
effect being called the “Federal Securities Laws“) with respect to any
disposition of the Pledged Collateral permitted hereunder. Each Grantor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Administrative Agent if the Administrative
Agent were to attempt to dispose of all or any part of the Pledged Collateral,
and might also limit the extent to which or the manner in which any subsequent
transferee of any Pledged Collateral could dispose of the same. Similarly, there
may be other legal restrictions or limitations affecting the Administrative
Agent in any attempt to dispose of all or part of the Pledged Collateral under
applicable blue sky or other state securities laws or similar laws analogous in
purpose or effect. Each Grantor recognizes that in light of such restrictions
and limitations the Administrative Agent may, with respect to any sale of the
Pledged Collateral, limit the purchasers to those who will agree, among other
things, to acquire such Pledged Collateral for their own account, for investment
and not with a view to the distribution or resale thereof. Each Grantor
acknowledges and agrees that in light of such restrictions and limitations, the
Administrative Agent, in its sole and absolute discretion, (a) may proceed to
make such a sale whether or not a registration statement for the purpose of
registering such Pledged Collateral or part thereof shall have been filed under
the Federal Securities Laws to the extent the Administrative Agent has
determined that such a registration is not required by any Requirement of Law
and (b) may approach and negotiate with a limited number of potential purchasers
(including a single potential purchaser) to effect such sale. Each Grantor
acknowledges and agrees that any such sale might result in prices and other
terms less favorable to the seller than if such sale were a public sale without
such restrictions. In the event of any such sale, the Administrative Agent and
the other Secured Parties shall incur no responsibility or liability for selling
all or any part of the Pledged Collateral at a price that the Administrative
Agent, in its sole and absolute discretion, may in good faith deem reasonable
under the circumstances, notwithstanding the possibility that a substantially
higher price might have been realized if the sale were deferred until after
registration as aforesaid or if more than a limited number of purchasers (or a
single purchaser) were approached. The provisions of this Section 4.04 will
apply notwithstanding the existence of a public or private market upon which the
quotations or sales prices may exceed substantially the price at which the
Administrative Agent sells.

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ARTICLE V

Miscellaneous

SECTION 5.01. Notices. All communications and notices hereunder shall
(except as otherwise expressly permitted herein) be in writing and given as
provided in Section 9.01 of the Credit Agreement. All communications and notices
hereunder to any Grantor shall be given to it in care of Holdings as provided in
Section 9.01 of the Credit Agreement.

SECTION 5.02. Waivers; Amendment. (a) No failure or delay by the
Administrative Agent, any Issuing Bank or any Lender in exercising any right or
power hereunder or under any other Loan Document shall operate as a waiver
thereof nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the Issuing
Banks and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any
departure by any Loan Party therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section 5.02, and then such
waiver or consent shall be effective only in the specific instance and for the
purpose for which given. Without limiting the generality of the foregoing, the
making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent, any
Lender or any Issuing Bank may have had notice or knowledge of such Default at
the time. No notice or demand on any Loan Party in any case shall entitle any
Loan Party to any other or further notice or demand in similar or other
circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into
by the Administrative Agent and the Grantor or Grantors with respect to which
such waiver, amendment or modification is to apply, subject to any consent
required in accordance with Section 9.02 of the Credit Agreement;
provided that the Administrative Agent may, without the consent of any
Secured Party, consent to a departure by any Grantor from any covenant of such
Grantor set forth herein to the extent such departure is consistent with the
authority of the Administrative Agent set forth in the definition of the term
“Collateral and Guarantee Requirement” in the Credit Agreement.

SECTION 5.03. Administrative Agent153s Fees and Expenses;
Indemnification. (a) Each Grantor, jointly with the other Grantors and
severally, agrees to reimburse the Administrative Agent for its fees and
expenses incurred hereunder as provided in Section 9.03(a) of the Credit
Agreement; provided that each reference therein to the “Borrower” shall
be deemed to be a reference to “each Grantor.”

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(b) Without limitation of its indemnification obligations under the other
Loan Documents, each Grantor, jointly with the other Grantors and severally,
agrees to indemnify the Administrative Agent and the other Indemnitees against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and reasonable and documented or invoiced out-of-pocket fees and
expenses of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee by any third party or by the Borrower, Holdings or any Subsidiary
arising out of, in connection with, or as a result of, the execution, delivery
or performance of this Agreement or any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether brought by
a third party or by the Borrower, Holdings or any Subsidiary and regardless of
whether any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities, costs or related expenses (x) resulted from the
gross negligence, bad faith or willful misconduct of such Indemnitee or its
Related Parties (as determined by a court of competent jurisdiction in a final
and non-appealable judgment), (y) resulted from a material breach of the Loan
Documents by such Indemnitee or its Related Parties (as determined by a court of
competent jurisdiction in a final and non-appealable judgment) or (z) arise from
disputes between or among Indemnitees that do not involve an act or omission by
Holdings, the Borrower or any Restricted Subsidiary.

(c) To the fullest extent permitted by applicable law, no Grantor shall
assert, and each Grantor hereby waives, any claim against any Indemnitee (i) for
any direct or actual damages arising from the use by unintended recipients of
information or other materials distributed to such unintended recipients by such
Indemnitee through telecommunications, electronic or other information
transmission systems (including the Internet) in connection with this Agreement
or the other Loan Documents or the transactions contemplated hereby or thereby;
provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such actual or direct damages are determined by a
court of competent jurisdiction in a final and non-appealable judgment to have
resulted from the gross negligence, bad faith or willful misconduct of, or a
material breach of the Loan Documents by such Indemnitee or its Related Parties
(as determined by a court of competent jurisdiction in a final and
non-appealable judgment) or (ii) on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement
or any Loan Document or any agreement or instrument contemplated hereby or
thereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.

(d) The provisions of this Section 5.03 shall remain operative and in full
force and effect regardless of the termination of this Agreement or any other
Loan Document, the consummation of the transactions contemplated hereby or
thereby, the repayment of any of the Secured Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of any Secured Party. All
amounts due under this Section shall be payable not later than 10 Business Days
after written demand therefor; provided, however, any Indemnitee
shall promptly refund an indemnification payment received hereunder to the
extent that there is a final judicial determination that such Indemnitee was not
entitled to indemnification with respect to such payment pursuant to this
Section 5.03. Any such amounts payable as provided hereunder shall be additional
Secured Obligations.

SECTION 5.04. Successors and Assigns. Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be deemed to include
the permitted successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of any Grantor or the Administrative Agent that
are contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns.

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SECTION 5.05. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Loan Parties in this Agreement or any
other Loan Document and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the Secured Parties and shall survive
the execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by or on
behalf of any Secured Party and notwithstanding that the Administrative Agent,
any Issuing Bank, any Lender or any other Secured Party may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended under the Credit Agreement or any other Loan Document, and
shall continue in full force and effect until such time as (a) all the Loan
Document Obligations (including LC Disbursements, if any, but excluding
contingent obligations as to which no claim has been made) have been paid in
full in cash, (b) all Commitments have terminated or expired and (c) the LC
Exposure has been reduced to zero (including as a result of obtaining the
consent of the applicable Issuing Bank as described in Section 9.05 of the
Credit Agreement) and the Issuing Banks have no further obligation to issue or
amend Letters of Credit under the Credit Agreement.

SECTION 5.06. Counterparts; Effectiveness; Several Agreement. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original but all of
which when taken together shall constitute a single contract. Delivery of an
executed signature page to this Agreement by facsimile or other electronic
transmission shall be effective as delivery of a manually signed counterpart of
this Agreement. This Agreement shall become effective as to any Grantor when a
counterpart hereof executed on behalf of such Grantor shall have been delivered
to the Administrative Agent and a counterpart hereof shall have been executed on
behalf of the Administrative Agent, and thereafter shall be binding upon such
Grantor and the Administrative Agent and their respective permitted successors
and assigns, and shall inure to the benefit of such Grantor, the Administrative
Agent and the other Secured Parties and their respective successors and assigns,
except that no Grantor shall have the right to assign or transfer its rights or
obligations hereunder or any interest herein (and any such assignment or
transfer shall be void) except as expressly provided in this Agreement and the
Credit Agreement. This Agreement shall be construed as a separate agreement with
respect to each Grantor and may be amended, modified, supplemented, waived or
released with respect to any Grantor without the approval of any other Grantor
and without affecting the obligations of any other Grantor hereunder.

SECTION 5.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

SECTION 5.08. Right of Set-Off. If an Event of Default under the
Credit Agreement shall have occurred and be continuing, each Lender, the Issuing
Banks and each of their respective Affiliates is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, such Issuing Bank or any such
Affiliate to or for the credit or the account of any Grantor against any of and
all the obligations of such Grantor then due and owing under this Agreement held
by such Lender or such Issuing Bank, irrespective of whether or not such Lender
or such Issuing Bank shall have made any demand under this Agreement and
although (i) such obligations may be contingent or unmatured and (ii) such
obligations are owed to a branch or office of such Lender or such Issuing Bank
different from the branch or office holding such deposit or obligated on such
Indebtedness. The applicable Lender and Issuing Bank shall notify the applicable
Grantor and the Administrative Agent of such setoff and application;
provided that any failure to give or any delay in giving such notice
shall not affect the validity of any such setoff and application under this
Section 5.08. The rights of each Lender, each Issuing Bank and their respective
Affiliates under this Section 5.08 are in addition to other rights and remedies
(including other rights of setoff) that such Lender, such Issuing Bank and their
respective Affiliates may have.

-21-

SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process;
Appointment of Service of Process Agent. (a) This Agreement shall be
construed in accordance with and governed by the laws of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for
itself and its property, to the exclusive jurisdiction of the Supreme Court of
the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that the Administrative Agent, any Issuing Bank or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement
against any Grantor or its respective properties in the courts of any
jurisdiction.

(c) Each party hereto hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred to in
paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 5.01. Nothing in any Loan Document
will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.

(e) Each Grantor hereby irrevocably designates, appoints and empowers the
Borrower as its designee, appointee and agent to receive, accept and acknowledge
for and on its behalf, and in respect of its property, service of any and all
legal process, summons, notices and documents that may be served in any such
action or proceeding.

SECTION 5.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 5.10.

SECTION 5.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

-22-

SECTION 5.12. Security Interest Absolute. All rights of the
Administrative Agent hereunder, the Security Interest, the grant of a security
interest in the Pledged Collateral and all obligations of each Grantor hereunder
shall be absolute and unconditional irrespective of (a) any lack of validity or
enforceability of the Credit Agreement, any other Loan Document, any agreement
with respect to any of the Secured Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner
or place of payment of, or in any other term of, all or any of the Secured
Obligations, or any other amendment or waiver of or any consent to any departure
from the Credit Agreement, any other Loan Document or any other agreement or
instrument, (c) any exchange, release or non-perfection of any Lien on other
collateral, or any release or amendment or waiver of or consent under or
departure from any guarantee securing or guaranteeing all or any of the Secured
Obligations or (d) any other circumstance that might otherwise constitute a
defense available to, or a discharge of, any Grantor in respect of the Secured
Obligations or this Agreement.

SECTION 5.13. Termination or Release. (a) This Agreement, the Security
Interest and all other security interests granted hereby shall terminate when
(i) all the Loan Document Obligations (including all LC Disbursements, if any,
but excluding contingent obligations as to which no claim has been made) have
been paid in full in cash, (ii) all Commitments have terminated or expired and
(iii) the LC Exposure has been reduced to zero (including as a result of
obtaining the consent of the applicable Issuing Bank as described in Section
9.05 of the Credit Agreement) and the Issuing Banks have no further obligation
to issue or amend Letters of Credit under the Credit Agreement.

(b) The Security Interest and all other security interests granted hereby
shall also terminate and be released at the time or times and in the manner set
forth in Section 9.15 of the Credit Agreement.

(c) In connection with any termination or release pursuant to paragraph (a)
or (b) of this Section, the Administrative Agent shall execute and deliver to
any Loan Party, at such Loan Party153s expense, all documents that such Loan Party
shall reasonably request to evidence such termination or release so long as the
applicable Loan Party shall have provided the Administrative Agent such
certifications or documents as the Administrative Agent shall reasonably request
in order to demonstrate compliance with this Section 5.13. Any execution and
delivery of documents by the Administrative Agent pursuant to this Section shall
be without recourse to or warranty by the Administrative Agent.

SECTION 5.14. Additional Subsidiaries. The Grantors shall cause each
Subsidiary of the Borrower which, from time to time, after the date hereof shall
be required to pledge any assets to the Collateral Agent for the benefit of the
Secured Parties pursuant to the Credit Agreement to (a) execute and deliver to
the Collateral Agent a Supplement and (ii) a Perfection Certificate, in each
case, within thirty (30) days of the date on which it was acquired, created or
otherwise required to become a Grantor hereunder. Upon execution and delivery by
the Administrative Agent and a Subsidiary of a Supplement, any such Subsidiary
shall become a Grantor hereunder with the same force and effect as if originally
named as such herein. The execution and delivery of any such instrument shall
not require the consent of any other Grantor hereunder. The rights and
obligations of each Grantor hereunder shall remain in full force and effect
notwithstanding the addition of any Subsidiary as a party to this Agreement.

-23-

SECTION 5.15. Administrative Agent Appointed Attorney-in-Fact. Each
Grantor hereby appoints the Administrative Agent the attorney-in-fact of such
Grantor for the purpose of carrying out the provisions of this Agreement and
taking any action and executing any instrument that the Administrative Agent may
deem necessary or advisable to accomplish the purposes hereof at any time after
and during the continuance of an Event of Default, which appointment is
irrevocable and coupled with an interest. Without limiting the generality of the
foregoing, the Administrative Agent shall have the right, but only upon the
occurrence and during the continuance of an Event of Default and notice by the
Administrative Agent to the Borrower of its intent to exercise such rights, with
full power of substitution either in the Administrative Agent153s name or in the
name of such Grantor (a) to receive, endorse, assign and/or deliver any and all
notes, acceptances, checks, drafts, money orders or other evidences of payment
relating to the Collateral or any part thereof; (b) to demand, collect, receive
payment of, give receipt for and give discharges and releases of all or any of
the Collateral; (c) to sign the name of any Grantor on any invoice or bill of
lading relating to any of the Collateral; (d) to send verifications of Accounts
Receivable to any Account Debtor; (e) to commence and prosecute any and all
suits, actions or proceedings at law or in equity in any court of competent
jurisdiction to collect or otherwise realize on all or any of the Collateral or
to enforce any rights in respect of any Collateral; (f) to settle, compromise,
compound, adjust or defend any actions, suits or proceedings relating to all or
any of the Collateral; (g) to notify, or to require any Grantor to notify,
Account Debtors to make payment directly to the Administrative Agent; and (h) to
use, sell, assign, transfer, pledge, make any agreement with respect to or
otherwise deal with all or any of the Collateral, and to do all other acts and
things necessary to carry out the purposes of this Agreement, as fully and
completely as though the Administrative Agent were the absolute owner of the
Collateral for all purposes; provided that nothing herein contained shall
be construed as requiring or obligating the Administrative Agent to make any
commitment or to make any inquiry as to the nature or sufficiency of any payment
received by the Administrative Agent, or to present or file any claim or notice,
or to take any action with respect to the Collateral or any part thereof or the
moneys due or to become due in respect thereof or any property covered thereby.
The Administrative Agent and the other Secured Parties shall be accountable only
for amounts actually received as a result of the exercise of the powers granted
to them herein, and neither they nor their officers, directors, employees or
agents shall be responsible to any Grantor for any act or failure to act
hereunder, except for their own gross negligence or wilful misconduct or that of
any of their Affiliates, directors, officers, employees, counsel, agents or
attorneys-in-fact.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.


IGLOO INTERMEDIATE CORPORATION,

By		/s/ SEAN DELEHANTY
		Name: Sean Delehanty
		Title: Vice President and Secretary

IGLOO MERGER CORPORATION,

By		/s/ SEAN DELEHANTY
		Name: Sean Delehanty
		Title: Vice President and Secretary

INTERACTIVE DATA CORPORATION,

By		/s CHRISTINE SAMPSON
		Name: Christine Sampson
		Title: Treasurer

[STB TO PROVIDE SIGNATURE PAGES]

By
		Name:
		Title:

ESIGNAL, INC.

EXSHARE FINANCIAL INCORPORATED

GTIS CORPORATION

IDCO NOMINEES, INC.

INFOTEC HOLDINGS CORPORATION

INTERACTIVE DATA PRICING AND REFERENCE DATA, INC.

INTERACTIVE DATA REAL-TIME GROUP, INC.

INTERACTIVE DATA REAL-TIME SERVICES, INC.

INTERACTIVE DATA MANAGED SOLUTIONS, LLC



By		/s CHRISTINE SAMPSON
		Name: Christine Sampson
		Title: Treasurer

SIGNATURE PAGE TO COLLATERAL AGREEMENT



BANK OF AMERICA, N.A., as Administrative Agent

By:		/s/ DAVID STRICKERT
		Name: David Strickert
		Title: Senior Vice President

SIGNATURE PAGE TO COLLATERAL AGREEMENT

Schedule I to the

Collateral Agreement

GRANTORS


Name		Jurisdiction of Formation

[To Come]

Schedule II to the

Collateral Agreement

PLEDGED EQUITY INTERESTS

Grantor

Issuer

Number of

Certificate

Number and

Class of

Equity Interests

Percentage

of Equity Interests

PLEDGED DEBT SECURITIES

Grantor

Issuer

Principal

Amount

Date of Note

Maturity Date

Schedule III to the

Collateral Agreement

INTELLECTUAL PROPERTY

COPYRIGHTS

Copyright Registrations


Grantor		Title		Reg. No.		Author

Pending Copyright Applications for Registration


Grantor		Title		Reg. No.		Author

PATENTS

Patent Registrations


Grantor		Patent Numbers		Issue Date

Patent Applications


Grantor		Patent Numbers		Issue Date

TRADEMARKS

Trademark Registrations


Grantor		Mark		Reg. Date		Reg. No.

Trademark Applications


Grantor		Mark		Reg. Date		Reg. No.

LICENSES

I. Licenses/Sublicensees of Grantors as Licensor on Date Hereof

A. Copyrights


Grantor		Licensee Name and Address		Date of License/ Sublicense		Title of Copyright		Author		Reg. No.

B. Patents

Patents


Grantor		Licensee Name and Address		Date of License/ Sublicense		Issue Date		Patent No.

Patent Applications

Grantor

Licensee Name

and address

Date of License/

Sublicense

Date Filed

Application No.

C. Trademarks

Trademarks

Grantor

Licensee Name

and Address

Date of License/

Sublicense

U.S. Mark

Reg. Date

Reg. No.

Trademark Applications

Grantor

Licensee Name

and Address

Date of License/

Sublicense

U.S. Mark

Date Filed

Application

No.

D. Others

Grantor

Licensee Name

and Address

Date of License/

Sublicense

Subject

Matter

II. Licensees/Sublicenses of Grantors as Licensee on Date Hereof

A. Copyrights

Copyrights


Grantor		Licensor Name and Address		Date of License/ Sublicense		Title of Copyright		Author		Reg. No.


Grantor		Licensor Name and Address		Date of License/ Sublicense		Title of Copyright		Author		Reg. No.

B. Patents

Patents


Grantor		Licensor Name and Address		Date of License/ Sublicense		Issue Date		Patent No.

Patent Applications

Grantor

Licensor Name

and address

Date of License/

Sublicense

Date Filed

Application No.

C. Trademarks

Trademarks

Grantor

Licensor Name

and Address

Date of License/

Sublicense

U.S. Mark

Reg. Date

Reg. No.

Trademark Applications

Grantor

Licensor Name

and Address

Date of License/

Sublicense

U.S. Mark

Date Filed

Application

No.

D. Others

Grantor

Licensor Name

and Address

Date of License/

Sublicense

Subject

Matter

Schedule IV to the

Collateral Agreement

COMMERCIAL TORT CLAIMS

Exhibit I to the

Collateral Agreement

SUPPLEMENT NO. dated as of , 20 (this “Supplement“), to the
Collateral Agreement dated as of July 29, 2010 (the “Collateral
Agreement“), among IGLOO INTERMEDIATE CORPORATION, IGLOO MERGER CORPORATION,
INTERACTIVE DATA CORPORATION (the “Borrower“), the other GRANTORS from
time to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent
(in such capacity, the “Administrative Agent“).

A. Reference is made to (a) the Credit Agreement dated as of July 29, 2010
(as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement“), among Igloo Intermediate Corporation, a Delaware
corporation (“Holdings“), Igloo Merger Corporation, a Delaware
Corporation, the Borrower, the Lenders party thereto and Bank of America, N.A.,
as Administrative Agent and (b) the Collateral Agreement.

B. Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Credit Agreement and the Collateral
Agreement, as applicable.

C. The Grantors have entered into the Collateral Agreement in order to induce
the Lenders to make Loans and the Issuing Banks to issue Letters of Credit.
Section 5.14 of the Collateral Agreement provides that additional Subsidiaries
may become Grantors under the Collateral Agreement by execution and delivery of
an instrument in the form of this Supplement. The undersigned Subsidiary (the
“New Subsidiary“) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Grantor under the Collateral
Agreement in order to induce the Lenders to make additional Loans and the
Issuing Banks to issue additional Letters of Credit and as consideration for
Loans previously made and Letters of Credit previously issued.

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

SECTION 1. In accordance with Section 5.14 of the Collateral Agreement, the
New Subsidiary by its signature below becomes a Grantor under the Collateral
Agreement with the same force and effect as if originally named therein as a
Grantor, and the New Subsidiary hereby (a) agrees to all the terms and
provisions of the Collateral Agreement applicable to it as a Grantor thereunder
and (b) represents and warrants that the representations and warranties made by
it as a Grantor thereunder are true and correct on and as of the date hereof. In
furtherance of the foregoing, the New Subsidiary, as security for the payment
and performance in full of the Secured Obligations (as defined in the Collateral
Agreement), does hereby create and grant to the Administrative Agent, its
successors and assigns, for the benefit of the Secured Parties, a security
interest in and lien on all of the New Subsidiary153s right, title and interest
in, to and under the Pledged Collateral and the Article 9 Collateral (as each
such term is defined in the Collateral Agreement). Each reference to a “Grantor”
in the Collateral Agreement shall be deemed to include the New Subsidiary. The
Collateral Agreement is hereby incorporated herein by reference.

SECTION 2. The New Subsidiary represents and warrants to the Administrative
Agent and the other Secured Parties that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms, except
to the extent that enforceability of such obligations may be limited by
applicable bankruptcy, insolvency and other similar laws affecting creditors153
rights generally.

SECTION 3. This Supplement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original but all of which when taken together shall constitute a single
contract. Delivery of an executed signature page to this Supplement by facsimile
or other electronic transmission shall be effective as delivery of a manually
signed counterpart of this Supplement. This Supplement shall become effective as
to the New Subsidiary when a counterpart hereof executed on behalf of the New
Subsidiary shall have been delivered to the Administrative Agent and a
counterpart hereof shall have been executed on behalf of the Administrative
Agent, and thereafter shall be binding upon the New Subsidiary and the
Administrative Agent and their respective permitted successors and assigns, and
shall inure to the benefit of the New Subsidiary, the Administrative Agent and
the other Secured Parties and their respective successors and assigns, except
that the New Subsidiary shall not have the right to assign or transfer its
rights or obligations hereunder or any interest herein (and any such assignment
or transfer shall be void) except as expressly provided in this Supplement, the
Collateral Agreement and the Credit Agreement.

SECTION 4. The New Subsidiary hereby represents and warrants that (a) set
forth on Schedule I attached hereto is a schedule with the true and correct
legal name of the New Subsidiary, its jurisdiction of formation and the location
of its chief executive office, (b) Schedule II sets forth a true and complete
list, with respect to the New Subsidiary, of (i) all the Equity Interests owned
by the New Subsidiary in any Subsidiary and the percentage of the issued and
outstanding units of each class of the Equity Interests of the issuer thereof
represented by the Pledged Equity Interests owned by the New Subsidiary and (ii)
all the Pledged Debt Securities owned by the New Subsidiary and (c) Schedule III
attached hereto sets forth, as of the date hereof, (i) all of the New
Subsidiary153s Patents, including the name of the registered owner, type,
registration or application number and the expiration date (if already
registered) of each such Patent owned by the New Subsidiary, (ii) all of the New
Subsidiary153s Trademarks, including the name of the registered owner, the
registration or application number and the expiration date (if already
registered) of each such Trademark owned by the New Subsidiary, and (iii) all of
the New Subsidiary153s Copyrights, including the name of the registered owner,
title and, if applicable, the registration number of each such Copyright owned
by the New Subsidiary, and (d) Schedule IV attached hereto sets forth, as of the
date hereof, each Commercial Tort Claim in respect of which a complaint or
counterclaim has been filed by the New Subsidiary seeking damages in an amount
of $5,000,000 or more.

SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement
shall remain in full force and effect.

SECTION 6. This Supplement shall be construed in accordance with and
governed by the laws of the State of New York.

SECTION 7. Any provision of this Supplement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability without
affecting the validity, legality and enforceability of the remaining provisions
hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 8. All communications and notices hereunder shall be in writing and
given as provided in Section 5.01 of the Collateral Agreement.

SECTION 9. The New Subsidiary agrees to reimburse the Administrative Agent
for its fees and expenses incurred hereunder and under the Collateral Agreement
as provided in Section 9.03(a) of the Credit Agreement; provided that
each reference therein to the “Borrower” shall be deemed to be a reference to
“the New Subsidiary.”

-2-

IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly
executed this Supplement to the Collateral Agreement as of the day and year
first above written.


[Name Of New Subsidiary],

By:
		Name:
		Title:

		Legal Name: Jurisdiction of Formation:
		Location of Chief Executive Office:

BANK OF AMERICA, N.A., as Administrative Agent

By:
		Name:
		Title:

SIGNATURE PAGE TO SUPPLEMENT TO COLLATERAL AGREEMENT

Schedule I

to Supplement No. to the

Collateral Agreement

NEW SUBSIDIARY INFORMATION


Name		Jurisdiction of Formation		Chief Executive Office

Schedule II

to Supplement No. to the

Collateral Agreement

PLEDGED EQUITY INTERESTS

Grantor

Issuer

Number of

Certificate

Number and

Class of

Equity Interests

Percentage

of Equity Interests

PLEDGED DEBT SECURITIES

Grantor

Issuer

Principal

Amount

Date of Note

Maturity Date

Schedule III

to Supplement No. to the

Collateral Agreement

INTELLECTUAL PROPERTY

Schedule IV

to Supplement No. to the

Collateral Agreement

COMMERCIAL TORT CLAIMS

Exhibit II to the

Collateral Agreement

COPYRIGHT SECURITY AGREEMENT dated as of [ -], 20[ -] (this
“Agreement“), among [ -] (the “Grantor“) and Bank of America, N.A.,
as administrative agent (in such capacity, the “Administrative Agent“).

Reference is made to (a) the Credit Agreement dated as of July 29, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement“), among Interactive Data Corporation (the “Borrower“),
Igloo Intermediate Corporation, Igloo Merger Corporation, the lenders from time
to time party thereto (the “Lenders“) and the Administrative Agent and
(b) the Collateral Agreement dated as of July 29, 2010 (as amended, supplemented
or otherwise modified from time to time, the “Collateral Agreement“),
among the Borrower, the other grantors from time to time party thereto and the
Administrative Agent. The Lenders and the Issuing Banks have agreed to extend
credit to the Borrower subject to the terms and conditions set forth in the
Credit Agreement. The Grantor is an Affiliate of the Borrower and is willing to
execute and deliver this Agreement in order to induce the Lenders to make
additional Loans and the Issuing Banks to issue additional Letters of Credit and
as consideration for Loans previously made and Letters of Credit previously
issued. Accordingly, the parties hereto agree as follows:

SECTION 1. Terms. Capitalized terms used in this Agreement and not
otherwise defined herein have the meanings specified in the Collateral Agreement
or the Credit Agreement, as applicable. The rules of construction specified in
Section 1.01(b) of the Collateral Agreement also apply to this Agreement.

SECTION 2. Grant of Security Interest. As security for the payment or
performance, as the case may be, in full of the Secured Obligations, the Grantor
hereby grants to the Administrative Agent, its successors and assigns, for the
benefit of the Secured Parties, a security interest (the “Security
Interest“) in all of such Grantor153s right, title and interest in, to and
under any Copyrights now owned or at any time hereafter acquired by such
Grantor, including those listed on Schedule I, and any exclusive Copyright
Licenses under which such Grantor is a licensee, including those listed on
Schedule II (collectively, the “Copyright Collateral“).

SECTION 3. Collateral Agreement. The Security Interest granted to the
Administrative Agent herein is granted in furtherance, and not in limitation, of
the security interests granted to the Administrative Agent pursuant to the
Collateral Agreement. The Grantor hereby acknowledges and affirms that the
rights and remedies of the Administrative Agent with respect to the Copyright
Collateral are more fully set forth in the Collateral Agreement, the terms and
provisions of which are hereby incorporated herein by reference as if fully set
forth herein. In the event of any conflict between the terms of this Agreement
and the Collateral Agreement, the terms of the Collateral Agreement shall
govern.

SECTION 4. Counterparts. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original but all of which when taken together shall
constitute a single contract. Delivery of an executed signature page to this
Agreement by facsimile or other electronic transmission shall be effective as
delivery of a manually signed counterpart of this Agreement.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.


[ -],

By
		Name:
		Title:

SIGNATURE PAGE TO COPYRIGHT SECURITY AGREEMENT


BANK OF AMERICA, N.A.,
as Administrative Agent,

By
		Name:
		Title:

-2-

Schedule I

Schedule II

Exhibit III to the

Collateral Agreement

PATENT SECURITY AGREEMENT dated as of [ -], 20[ -] (this “Agreement“),
among [ -] (the “Grantor“) and Bank of America, N.A., as administrative
agent (in such capacity, the “Administrative Agent“).

SECTION 2. Grant of Security Interest. As security for the payment or
performance, as the case may be, in full of the Secured Obligations, the Grantor
hereby grants to the Administrative Agent, its successors and assigns, for the
benefit of the Secured Parties, a security interest (the “Security
Interest“) in all of such Grantor153s right, title and interest in, to and
under any Patents now owned or at any time hereafter acquired by such Grantor,
including those listed on Schedule I (the “Patent Collateral“).

SECTION 3. Collateral Agreement. The Security Interest granted to the
Administrative Agent herein is granted in furtherance, and not in limitation, of
the security interests granted to the Administrative Agent pursuant to the
Collateral Agreement. The Grantor hereby acknowledges and affirms that the
rights and remedies of the Administrative Agent with respect to the Patent
Collateral are more fully set forth in the Collateral Agreement, the terms and
provisions of which are hereby incorporated herein by reference as if fully set
forth herein. In the event of any conflict between the terms of this Agreement
and the Collateral Agreement, the terms of the Collateral Agreement shall
govern.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.


[ -],

By
		Name:
		Title:

SIGNATURE PAGE TO PATENT SECURITY AGREEMENT


BANK OF AMERICA, N.A.,
as Administrative Agent,

By
		Name:
		Title:

-2-

Schedule I

Exhibit IV to the

Collateral Agreement

TRADEMARK SECURITY AGREEMENT dated as of [ -], 20[ -] (this
“Agreement“), among [ -] (the “Grantor“) and Bank of America, N.A.,
as administrative agent (in such capacity, the “Administrative Agent“).

SECTION 2. Grant of Security Interest. As security for the payment or
performance, as the case may be, in full of the Secured Obligations, the Grantor
hereby grants to the Administrative Agent, its successors and assigns, for the
benefit of the Secured Parties, a security interest (the “Security
Interest“) in all of such Grantor153s right, title and interest in, to and
under any Trademarks now owned or at any time hereafter acquired by such
Grantor, including those listed on Schedule I (the “Trademark
Collateral“).

SECTION 3. Collateral Agreement. The Security Interest granted to the
Administrative Agent herein is granted in furtherance, and not in limitation, of
the security interests granted to the Administrative Agent pursuant to the
Collateral Agreement. The Grantor hereby acknowledges and affirms that the
rights and remedies of the Administrative Agent with respect to the Trademark
Collateral are more fully set forth in the Collateral Agreement, the terms and
provisions of which are hereby incorporated herein by reference as if fully set
forth herein. In the event of any conflict between the terms of this Agreement
and the Collateral Agreement, the terms of the Collateral Agreement shall
govern.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.


[ -],

By:
		Name:
		Title:

SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT


BANK OF AMERICA, N.A., as Administrative Agent,

By:
		Name:
		Title:

SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT

Schedule I

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