\n| \n Exhibit IV<\/p>\n<\/td>\n | <\/td>\n | \n Form of Trademark Security Agreement<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n -iii-<\/p>\n
\nCOLLATERAL AGREEMENT dated as of July 29, 2010 (this “Agreement<\/u>“),
\namong IGLOO INTERMEDIATE CORPORATION, IGLOO MERGER CORPORATION, INTERACTIVE DATA
\nCORPORATION, the other GRANTORS from time to time party hereto and BANK OF
\nAMERICA, N.A., as Administrative Agent.<\/p>\n Reference is made to the Credit Agreement dated as of July 29, 2010 (as
\namended, supplemented or otherwise modified from time to time, the “Credit
\nAgreement<\/u>“), among Igloo Intermediate Corporation, a Delaware corporation
\n(“Holdings<\/u>“), Igloo Merger Corporation, a Delaware corporation,
\nInteractive Data Corporation, a Delaware corporation (the “Borrower<\/u>“),
\nthe Lenders party thereto and Bank of America, N.A., as Administrative Agent.
\nThe Lenders and the Issuing Banks have agreed to extend credit to the Borrower
\nsubject to the terms and conditions set forth in the Credit Agreement. The
\nobligations of the Lenders and the Issuing Banks to extend such credit are
\nconditioned upon, among other things, the execution and delivery of this
\nAgreement. The Grantors (other than the Borrower) are Affiliates of the
\nBorrower, will derive substantial benefits from the extension of credit to the
\nBorrower pursuant to the Credit Agreement and are willing to execute and deliver
\nthis Agreement in order to induce the Lenders and the Issuing Banks to extend
\nsuch credit. Accordingly, the parties hereto agree as follows:<\/p>\n ARTICLE I<\/p>\n Definitions <\/u><\/p>\n SECTION 1.01. Defined Terms<\/u>. (a) Each capitalized term used but not
\ndefined herein shall have the meaning assigned thereto in the Credit Agreement;
\nprovided<\/u> that each term defined in the New York UCC (as defined herein)
\nand not defined in this Agreement shall have the meaning specified in the New
\nYork UCC. The term “instrument” shall have the meaning specified in Article 9 of
\nthe New York UCC.<\/p>\n (b) The rules of construction specified in Section 1.03 and 1.04 of the
\nCredit Agreement also apply to this Agreement, mutatis<\/u> mutandis<\/u>.\n<\/p>\n SECTION 1.02. Other Defined Terms<\/u>. As used in this Agreement, the
\nfollowing terms have the meanings specified below:<\/p>\n “Account Debtor<\/u>” means any Person that is or may become obligated to
\nany Grantor under, with respect to or on account of an Account.<\/p>\n “Agreement<\/u>” has the meaning assigned to such term in the preamble to
\nthis Agreement.<\/p>\n “Article 9 Collateral<\/u>” has the meaning assigned to such term in
\nSection 3.01.<\/p>\n “Borrower<\/u>” has the meaning assigned to such term in the introductory
\nparagraph to this Agreement.<\/p>\n “Collateral<\/u>” means Article 9 Collateral and Pledged Collateral.<\/p>\n “Copyright License<\/u>” means any written agreement, now or hereafter in
\neffect, granting to any Person any right under any Copyright now or hereafter
\nowned by any other Person or that such other Person otherwise has the right to
\nlicense, and all rights of any such Person under any such agreement.<\/p>\n “Copyright Security Agreement<\/u>” means the Copyright Security Agreement
\nsubstantially in the form of Exhibit II.<\/p>\n
\n “Copyrights<\/u>” means, with respect to any Person, all of the following
\nnow owned or hereafter acquired by such Person: (a) all copyright rights in any
\nwork arising under the copyright laws of the United States, whether as author,
\nassignee, transferee or otherwise, and (b) all registrations and applications
\nfor registration of any such copyright in the United States, including
\nregistrations, supplemental registrations and pending applications for
\nregistration in the United States Copyright Office, including, in the case of
\nany Grantor, the Copyrights set forth next to its name on Schedule III hereto.\n<\/p>\n “Credit Agreement<\/u>” has the meaning assigned to such term in the
\nintroductory paragraph of this Agreement.<\/p>\n “Excluded Equity Interests<\/u>” has the meaning assigned to such term in
\nSection 2.01.<\/p>\n “Federal Securities Laws<\/u>” has the meaning assigned to such term in
\nSection 4.04.<\/p>\n “Grantors<\/u>” means (a) the Borrower, (b) Holdings, (c) each other
\nSubsidiary identified on Schedule I hereto and (d) each Subsidiary that becomes
\na party to this Agreement as a Grantor after the Effective Date.<\/p>\n “Intellectual Property<\/u>” means, with respect to any Person, all
\nintellectual and similar property of every kind and nature now owned or
\nhereafter acquired by any such Person, including inventions, designs, Patents,
\nCopyrights, Licenses, Trademarks, trade secrets, domain names, confidential or
\nproprietary technical and business information, know-how, show-how or other data
\nor information, software and databases and all embodiments or fixations thereof
\nand related documentation, registrations and franchises, and all additions,
\nimprovements and accessions to, and books and records describing or used in
\nconnection with, any of the foregoing.<\/p>\n “License<\/u>” means any Patent License, Trademark License, Copyright
\nLicense or other license or sublicense agreement to which any Person is a party,
\nincluding those exclusive Copyright Licenses under which any Grantor is a
\nlicensee listed on Schedule III hereto.<\/p>\n “Loan Document Obligations<\/u>” means (a) the due and punctual payment by
\nthe Borrower of (i) the principal of and interest at the applicable rate or
\nrates provided in the Credit Agreement (including interest accruing during the
\npendency of any bankruptcy, insolvency, receivership or other similar
\nproceeding, regardless of whether allowed or allowable in such proceeding) on
\nthe Loans, when and as due, whether at maturity, by acceleration, upon one or
\nmore dates set for prepayment or otherwise, (ii) each payment required to be
\nmade by the Borrower under the Credit Agreement in respect of any Letter of
\nCredit, when and as due, including payments in respect of reimbursement of
\ndisbursements, interest thereon and obligations to provide cash collateral, and
\n(iii) all other monetary obligations of the Borrower under or pursuant to the
\nCredit Agreement and each of the other Loan Documents, including obligations to
\npay fees, expense reimbursement obligations and indemnification obligations,
\nwhether primary, secondary, direct, contingent, fixed or otherwise (including
\nmonetary obligations incurred during the pendency of any bankruptcy, insolvency,
\nreceivership or other similar proceeding, regardless of whether allowed or
\nallowable in such proceeding), (b) the due and punctual payment and performance
\nof all other obligations of the Borrower under or pursuant to each of the Loan
\nDocuments and (c) the due and punctual payment and performance of all the
\nobligations of each other Loan Party under or pursuant to this Agreement and
\neach of the other Loan Documents (including monetary obligations incurred during
\nthe pendency of any bankruptcy, insolvency, receivership or other similar
\nproceeding, regardless of whether allowed or allowable in such proceeding).<\/p>\n “New York UCC<\/u>” means the Uniform Commercial Code as from time to time
\nin effect in the State of New York.<\/p>\n -2-<\/p>\n
\n“Patent License<\/u>” means any written agreement, now or hereafter in
\neffect, granting to any Person any right to make, use or sell any invention on
\nwhich a Patent, now or hereafter owned by any other Person or that any other
\nPerson now or hereafter otherwise has the right to license, is in existence, and
\nall rights of any such Person under any such agreement.<\/p>\n “Patent Security Agreement<\/u>” means the Patent Security Agreement
\nsubstantially in the form of Exhibit III hereto.<\/p>\n “Patents<\/u>” means, with respect to any Person, all of the following now
\nowned or hereafter acquired by such Person: (a) all letters patent of the United
\nStates and all registrations thereof and all applications for letters patent of
\nthe United States, including registrations and pending applications in the
\nUnited States Patent and Trademark Office, including those listed on Schedule
\nIII hereto, and (b) all reissues, continuations, divisions,
\ncontinuations-in-part, renewals or extensions thereof, and the inventions
\ndisclosed or claimed therein, including the right to make, use and\/or sell the
\ninventions disclosed or claimed therein.<\/p>\n “Perfection Certificate<\/u>” means the Perfection Certificate dated the
\nEffective Date delivered to the Administrative Agent pursuant to Section 4.01(f)
\nof the Credit Agreement.<\/p>\n “Pledged Collateral<\/u>” has the meaning assigned to such term in Section
\n2.01.<\/p>\n “Pledged Debt Securities<\/u>” has the meaning assigned to such term in
\nSection 2.01.<\/p>\n “Pledged Equity Interests<\/u>” has the meaning assigned to such term in
\nSection 2.01.<\/p>\n “Pledged Securities<\/u>” means any promissory notes, stock certificates,
\nunit certificates, limited or unlimited liability membership certificates or
\nother securities now or hereafter included in the Pledged Collateral, including
\nall certificates, instruments or other documents representing or evidencing any
\nPledged Collateral.<\/p>\n “Secured Cash Management Obligations<\/u>” means the due and punctual
\npayment and performance of all obligations of Holdings, any Intermediate Parent,
\nthe Borrower and the Subsidiaries in respect of any overdraft and related
\nliabilities arising from treasury, depository and cash management services or
\nany automated clearing house transfers of funds provided to Holdings or any
\nSubsidiary (whether absolute or contingent and howsoever and whensoever created,
\narising, evidenced or acquired (including all renewals, extensions and
\nmodifications thereof and substitutions therefor)) that are (a) owed to the
\nAdministrative Agent or any of its Affiliates, (b) owed on the Effective Date to
\na Person that is a Lender or an Affiliate of a Lender as of the Effective Date,
\n(c) owed to a Person that is a Lender or an Affiliate of a Lender at the time
\nsuch obligations are incurred or (d) owed to any other Person, provided<\/u>
\nthat the obligations owed to any such other Person arose in respect of services
\nprovided by such Person in a jurisdiction where none of the Administrative
\nAgent, the Revolving Lenders or any of their Affiliates, at the time such
\nobligations arose, offered to provide such services.<\/p>\n “Secured Obligations<\/u>” means (a) the Loan Document Obligations, (b) the
\nSecured Cash Management Obligations and (c) the Secured Swap Obligations.<\/p>\n “Secured Parties<\/u>” means (a) each Lender, (b) each Issuing Bank, (c)
\nthe Administrative Agent, (d) each Joint Bookrunner, (e) each Person to whom any
\nSecured Cash Management Obligations are owed, (f) each counterparty to any Swap
\nAgreement the obligations under which constitute Secured Swap Obligations, (g)
\nthe beneficiaries of each indemnification obligation undertaken by any Loan
\nParty under any Loan Document and (h) the permitted successors and assigns of
\neach of the foregoing.<\/p>\n -3-<\/p>\n
\n“Secured Swap Obligations<\/u>” means the due and punctual payment and
\nperformance of all obligations of Holdings, any Intermediate Parent, the
\nBorrower and the Subsidiaries under each Swap Agreement that (a) is with a
\ncounterparty that is the Administrative Agent or any of its Affiliates, (b) is
\nin effect on the Effective Date with a counterparty that is a Lender or an
\nAffiliate of a Lender as of the Effective Date or (c) is entered into after the
\nEffective Date with any counterparty that is a Lender or an Affiliate of a
\nLender at the time such Swap Agreement is entered into.<\/p>\n “Security Interest<\/u>” has the meaning assigned to such term in Section
\n3.01(a).<\/p>\n “Supplement<\/u>” means an instrument in the form of Exhibit I hereto, or
\nany other form approved by the Administrative Agent, and in each case reasonably
\nsatisfactory to the Administrative Agent.<\/p>\n “Trademark License<\/u>” means any written agreement, now or hereafter in
\neffect, granting to any Person any right to use any Trademark now or hereafter
\nowned by any other Person or that any other Person otherwise has the right to
\nlicense, and all rights of any such Person under any such agreement.<\/p>\n “Trademark Security Agreement<\/u>” means the trademark security agreement
\nin the form of Exhibit IV hereto.<\/p>\n “Trademarks<\/u>” means, with respect to any Person, all of the following
\nnow owned or hereafter acquired by such Person: (a) all trademarks, service
\nmarks, trade names, corporate names, company names, business names, fictitious
\nbusiness names, trade styles, trade dress, logos, other source or business
\nidentifiers, designs and general intangibles of like nature, now existing or
\nhereafter adopted or acquired, all registrations thereof, and all registration
\nand applications filed in connection therewith, including registrations and
\napplications in the United States Patent and Trademark Office, and all
\nextensions or renewals thereof, including, in the case of any Grantor, any of
\nthe foregoing set forth next to its name on Schedule III hereto, (b) all
\ngoodwill associated therewith or symbolized thereby and (c) all other assets,
\nrights and interests that uniquely reflect or embody such goodwill.<\/p>\n “UCC<\/u>” shall mean the New York UCC; provided, however, that, at any
\ntime, if by reason of mandatory provisions of law, any or all of the perfection
\nor priority of the Administrative Agent153s and the Secured Parties153 security
\ninterest in any item or portion of the Collateral is governed by the Uniform
\nCommercial Code as in effect in a jurisdiction other than the State of New York,
\nthe term “UCC” shall mean the Uniform Commercial Code as in effect, at such
\ntime, in such other jurisdiction for purposes of the provisions hereof relating
\nto such perfection or priority and for purposes of definitions relating to such
\nprovisions.<\/p>\n -4-<\/p>\n
\nARTICLE II<\/p>\n Pledge of Securities <\/u><\/p>\n SECTION 2.01. Pledge<\/u>. As security for the payment or performance, as
\nthe case may be, in full of the Secured Obligations, each Grantor hereby assigns
\nand pledges to the Administrative Agent, its successors and assigns, for the
\nbenefit of the Secured Parties, and hereby grants to the Administrative Agent,
\nits successors and assigns, for the benefit of the Secured Parties, a security
\ninterest in, all of such Grantor153s right, title and interest in, to and under
\n(a)(i) the shares of capital stock and other Equity Interests owned by such
\nGrantor, including those listed opposite the name of such Grantor on Schedule II
\nhereto, (ii) any other Equity Interests obtained in the future by such Grantor
\nand (iii) the certificates or other instruments representing all such Equity
\nInterests (if any) together with undated stock powers or other instruments of
\ntransfer with respect thereto endorsed in blank; (collectively, the “Pledged
\nEquity Interests<\/u>“); provided<\/u> that the Pledged Equity Interests shall
\nnot include (A) Equity Interests of any Person (other than a Wholly Owned
\nRestricted Subsidiary), to the extent not permitted by the terms of such
\nPerson153s organizational or joint venture documents, (B) Equity Interests
\nconstituting an amount greater than 65% of the Equity Interests of any Foreign
\nSubsidiary, (C) Equity Interests of any Subsidiary that are held directly by a
\nForeign Subsidiary, (D) any Equity Interest with respect to which Borrower, with
\nthe written consent of the Administrative Agent (not to be unreasonably withheld
\nor delayed), shall have provided to the Administrative Agent a certificate of a
\nFinancial Officer to the effect that, based on advice of outside counsel or tax
\nadvisors of national recognition, the pledge of such Equity Interest hereunder
\nwould result in adverse tax consequences to Holdings, any Intermediate Parent,
\nthe Borrower and its Restricted Subsidiaries (other than on account of any Taxes
\npayable in connection with filings, recordings, registrations, stampings and any
\nsimilar acts in connection with the creation or perfection of the Liens granted
\nhereunder) that shall have been determined by Borrower to be material to
\nHoldings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries,
\n(E) any Equity Interest if, to the extent and for so long as the pledge of such
\nEquity Interest hereunder is prohibited by any applicable Requirements of Law
\n(other than to the extent that any such prohibition would be rendered
\nineffective pursuant to the UCC or any other applicable Requirements of Law);
\nprovided<\/u> that such Equity Interest shall cease to be an Excluded Equity
\nInterest at such time as such prohibition ceases to be in effect and (F) any
\nEquity Interest that the Borrower and the Administrative Agent shall have agreed
\nin writing to treat as an Excluded Equity Interest for purposes hereof on
\naccount of the cost of pledging such Equity Interest hereunder (including any
\nadverse tax consequences to Holdings, any Intermediate Parent, the Borrower and
\nthe Subsidiaries resulting therefrom) being excessive in view of the benefits to
\nbe obtained by the Secured Parties therefrom (the Equity Interests excluded
\npursuant to clauses (A) through (F) above being referred to as the “Excluded
\nEquity Interests<\/u>“); (b)(i) the debt securities owned by such Grantor,
\nincluding those listed opposite the name of such Grantor on Schedule II hereto,
\n(ii) any debt securities in the future issued to or otherwise acquired by such
\nGrantor and (iii) the promissory notes and any other instruments evidencing all
\nsuch debt securities (collectively, the “Pledged Debt Securities<\/u>“); (c)
\nall other property that may be delivered to and held by the Administrative Agent
\npursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to
\nSection 2.05, all payments of principal or interest, dividends, cash,
\ninstruments and other property from time to time received, receivable or
\notherwise distributed in respect of, in exchange for or upon the conversion of,
\nand all other Proceeds received in respect of, the securities referred to in
\nclauses (a) and (b) above; (e) subject to Section 2.05, all rights and
\nprivileges of such Grantor with respect to the securities and other property
\nreferred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any
\nof the foregoing to the extent such Proceeds would constitute property referred
\nto in clauses (a) through (e) above (the items referred to in clauses (a)
\nthrough (f) above being collectively referred to as the “Pledged
\nCollateral<\/u>“).<\/p>\n SECTION 2.02. Delivery of the Pledged Collateral<\/u>. (a) Each Grantor
\nagrees to deliver or cause to be delivered to the Administrative Agent any and
\nall Pledged Securities (i) on the date hereof, in the case of any such Pledged
\nSecurities owned by such Grantor on the date hereof, and (ii) promptly (and in
\nany event within 30 days after receipt by such Grantor or such longer period
\nagreed to by the Administrative Agent in its reasonable discretion) after the
\nacquisition thereof, in the case of any such Pledged Securities acquired by such
\nGrantor after the date hereof.<\/p>\n (b) As promptly as practicable (and in any event within 30 days after receipt
\nby such Grantor or such longer period agreed to by the Administrative Agent in
\nits reasonable discretion), each Grantor will cause any Indebtedness for
\nborrowed money (including in respect of cash management arrangements) owed to
\nsuch Grantor by any Person in a principal amount of $5,000,000 or more to be
\nevidenced by a duly executed promissory note (including, if such security
\ninterest can be perfected therein, a grid note) that is pledged and delivered to
\nthe Administrative Agent pursuant to the terms hereof.<\/p>\n -5-<\/p>\n
\n(c) Upon delivery to the Administrative Agent, (i) any certificate or
\npromissory note representing Pledged Securities shall be accompanied by undated
\nstock or note powers, as applicable, duly executed in blank or other undated
\ninstruments of transfer duly executed in blank and reasonably satisfactory to
\nthe Administrative Agent and by such other instruments and documents as the
\nAdministrative Agent may reasonably request and (ii) all other property
\ncomprising part of the Pledged Collateral shall be accompanied by undated proper
\ninstruments of assignment duly executed in blank by the applicable Grantor and
\nsuch other instruments and documents as the Administrative Agent may reasonably
\nrequest. Each delivery of Pledged Securities shall be accompanied by a schedule
\ndescribing such Pledged Securities, which schedule shall be deemed attached to,
\nand shall supplement, Schedule II hereto and be made a part hereof;
\nprovided<\/u> that failure to provide any such schedule hereto shall not
\naffect the validity of such pledge of such Pledged Securities. Each schedule so
\ndelivered shall supplement any prior schedules so delivered.<\/p>\n SECTION 2.03. Representations, Warranties and Covenants<\/u>. The Grantors
\njointly and severally represent, warrant and covenant to and with the
\nAdministrative Agent, for the benefit of the Secured Parties, that:<\/p>\n (a) as of the Effective Date, Schedule II hereto sets forth a true and
\ncomplete list, with respect to each Grantor, of (i) all the Equity Interests
\nowned by such Grantor in the Borrower, any Intermediate Parent or any Subsidiary
\nand the percentage of the issued and outstanding units of each class of the
\nEquity Interests of the issuer thereof represented by the Pledged Equity
\nInterests owned by such Grantor and (ii) all the Pledged Debt Securities owned
\nby such Grantor;<\/p>\n (b) the Pledged Equity Interests and the Pledged Debt Securities have been
\nduly and validly authorized and issued by the issuers thereof and (i) in the
\ncase of Pledged Equity Interests, are fully paid and nonassessable and (ii) in
\nthe case of Pledged Debt Securities, are legal, valid and binding obligations of
\nthe issuers thereof, except to the extent that enforceability of such
\nobligations may be limited by applicable bankruptcy, insolvency, and other
\nsimilar laws affecting creditor153s rights generally; provided<\/u> that the
\nforegoing representations, insofar as they relate to the Pledged Debt Securities
\nissued by a Person other than Holdings, any Intermediate Parent, the Borrower or
\nany Subsidiary, are made to the knowledge of the Grantors;<\/p>\n (c) except for the security interests granted hereunder and under any other
\nLoan Documents, each of the Grantors (i) is and, subject to any transfers made
\nin compliance with the Credit Agreement, will continue to be the direct owner,
\nbeneficially and of record, of the Pledged Securities indicated on Schedule II
\nhereto as owned by such Grantor, (ii) holds the same free and clear of all
\nLiens, other than Liens permitted pursuant to Section 6.02 of the Credit
\nAgreement and transfers made in compliance with the Credit Agreement, (iii) will
\nmake no further assignment, pledge, hypothecation or transfer of, or create or
\npermit to exist any security interest in or other Lien on, the Pledged
\nCollateral, other than Liens permitted pursuant to Section 6.02 of the Credit
\nAgreement and transfers made in compliance with the Credit Agreement, and (iv)
\nwill defend its title or interest thereto or therein against any and all Liens
\n(other than the Liens created by this Agreement and the other Loan Documents and
\nLiens permitted pursuant to Section 6.02 of the Credit Agreement), however
\narising, of all Persons whomsoever;<\/p>\n -6-<\/p>\n
\n(d) except for restrictions and limitations imposed by the Loan Documents or
\nsecurities laws generally, the Pledged Equity Interests and, to the extent
\nissued by Holdings, any Intermediate Parent, the Borrower or any Subsidiary, the
\nPledged Debt Securities are and will continue to be freely transferable and
\nassignable, and none of the Pledged Equity Interests and, to the extent issued
\nby Holdings, any Intermediate Parent, the Borrower or any Subsidiary, the
\nPledged Debt Securities are or will be subject to any option, right of first
\nrefusal, shareholders agreement, charter, by-law or other organizational
\ndocument provisions or contractual restriction of any nature that might
\nprohibit, impair, delay or otherwise affect in any manner adverse to the Secured
\nParties in any material respect the pledge of such Pledged Collateral hereunder,
\nthe sale or disposition thereof pursuant hereto or the exercise by the
\nAdministrative Agent of rights and remedies hereunder;<\/p>\n (e) each of the Grantors has the power and authority to pledge the Pledged
\nCollateral pledged by it hereunder in the manner hereby done or contemplated;\n<\/p>\n (f) by virtue of the execution and delivery by the Grantors of this
\nAgreement, when any Pledged Securities are delivered to the Administrative Agent
\nin accordance with this Agreement, the Administrative Agent will obtain a legal,
\nvalid and perfected lien upon and security interest in such Pledged Securities,
\nfree of any adverse claims, under the New York UCC to the extent such lien and
\nsecurity interest may be created and perfected under the New York UCC, as
\nsecurity for the payment and performance of the Secured Obligations; and<\/p>\n (g) subject to the terms of this Agreement and to the extent permitted by
\napplicable law, each Grantor hereby agrees that upon the occurrence and during
\nthe continuance of an Event of Default, it will comply with instructions of the
\nAdministrative Agent with respect to the Equity Interests in such Grantor that
\nconstitute Pledged Equity hereunder that are not certificated without further
\nconsent by the applicable owner or holder of such Equity Interests.<\/p>\n SECTION 2.04. Registration in Nominee Name; Denominations<\/u>. If an Event
\nof Default shall have occurred and is continuing and the Administrative Agent
\nshall have notified the Grantors of its intent to exercise such rights, the
\nAdministrative Agent, on behalf of the Secured Parties, shall have the right (in
\nits sole and absolute discretion) to hold the Pledged Securities in the name of
\nthe applicable Grantor, endorsed or assigned in blank or in favor of the
\nAdministrative Agent or in its own name as pledgee or in the name of its nominee
\n(as pledgee or as sub-agent), and each Grantor will promptly give to the
\nAdministrative Agent copies of any notices or other communications received by
\nit with respect to Pledged Securities registered in the name of such Grantor.
\nUpon the occurrence and during the continuance of an Event of Default, the
\nAdministrative Agent shall at all times have the right to exchange the
\ncertificates representing Pledged Securities for certificates of smaller or
\nlarger denominations for any reasonable purpose consistent with this Agreement.\n<\/p>\n SECTION 2.05. Voting Rights; Dividends and Interest<\/u>. (a) Unless and
\nuntil an Event of Default shall have occurred and is continuing and the
\nAdministrative Agent shall have notified the Grantors that their rights under
\nthis Section 2.05 are being suspended:<\/p>\n (i) each Grantor shall be entitled to exercise any and all voting and\/or
\nother consensual rights and powers inuring to an owner of Pledged Securities or
\nany part thereof for any purpose consistent with the terms of this Agreement,
\nthe Credit Agreement and the other Loan Documents; provided<\/u> that such
\nrights and powers shall not be exercised in any manner that could materially and
\nadversely affect the rights inuring to a holder of any Pledged Securities or the
\nrights and remedies of any of the Administrative Agent or the other Secured
\nParties under this Agreement or any other Loan Document or the ability of the
\nSecured Parties to exercise the same;<\/p>\n (ii) the Administrative Agent shall promptly execute and deliver to each
\nGrantor, or cause to be promptly executed and delivered to such Grantor, all
\nsuch proxies, powers of attorney and other instruments as such Grantor may
\nreasonably request for the purpose of enabling such Grantor to exercise the
\nvoting and\/or consensual rights and powers it is entitled to exercise pursuant
\nto paragraph (a)(i) of this Section;<\/p>\n -7-<\/p>\n
\n(iii) each Grantor shall be entitled to receive and retain any and all
\ndividends, interest, principal and other distributions paid on or distributed in
\nrespect of the Pledged Securities to the extent and only to the extent that such
\ndividends, interest, principal and other distributions are permitted by, and are
\notherwise paid or distributed in accordance with, the terms and conditions of
\nthe Credit Agreement, the other Loan Documents and applicable laws;
\nprovided<\/u> that any noncash dividends, interest, principal or other
\ndistributions that would constitute Pledged Equity Interests or Pledged Debt
\nSecurities, whether resulting from a subdivision, combination or
\nreclassification of the outstanding Equity Interests in the issuer of any
\nPledged Securities or received in exchange for Pledged Securities or any part
\nthereof, or in redemption thereof, or as a result of any merger, consolidation,
\nacquisition or other exchange of assets to which such issuer may be a party or
\notherwise, shall be and become part of the Pledged Collateral and, if received
\nby any Grantor, shall not be commingled by such Grantor with any of its other
\nfunds or property but shall be held separate and apart therefrom, shall be held
\nin trust for the benefit of the Administrative Agent and the other Secured
\nParties and shall be forthwith delivered to the Administrative Agent in the same
\nform as so received (with any necessary endorsements, stock or note powers and
\nother instruments of transfer reasonably requested by the Administrative Agent).\n<\/p>\n (b) Upon the occurrence and during the continuance of an Event of Default,
\nafter the Administrative Agent shall have notified the Grantors of the
\nsuspension of their rights under paragraph (a)(iii) of this Section 2.05, all
\nrights of any Grantor to dividends, interest, principal or other distributions
\nthat such Grantor is authorized to receive pursuant to paragraph (a)(iii) of
\nthis Section 2.05 shall cease, and all such rights shall thereupon become vested
\nin the Administrative Agent, which shall have the sole and exclusive right and
\nauthority to receive and retain such dividends, interest, principal or other
\ndistributions. All dividends, interest, principal or other distributions
\nreceived by any Grantor contrary to the provisions of this Section 2.05 shall be
\nheld in trust for the benefit of the Administrative Agent and the other Secured
\nParties shall be segregated from other property or funds of such Grantor and
\nshall be forthwith delivered to the Administrative Agent upon demand in the same
\nform as so received (with any necessary endorsements, stock or note powers and
\nother instruments of transfer reasonably requested by the Administrative Agent).
\nAny and all money and other property paid over to or received by the
\nAdministrative Agent pursuant to the provisions of this paragraph (b) shall be
\nretained by the Administrative Agent in an account to be established by the
\nAdministrative Agent upon receipt of such money or other property and shall be
\napplied in accordance with the provisions of Section 4.02. After all Events of
\nDefault have been cured or waived and the Borrower has delivered to the
\nAdministrative Agent a certificate of a Responsible Officer of the Borrower to
\nthat effect, the Administrative Agent shall promptly repay to each Grantor
\n(without interest) all dividends, interest, principal or other distributions
\nthat such Grantor would otherwise be permitted to retain pursuant to the terms
\nof paragraph (a)(iii) of this Section 2.05 and that remain in such account.<\/p>\n (c) Upon the occurrence and during the continuance of an Event of Default,
\nafter the Administrative Agent shall have notified the Grantors of the
\nsuspension of their rights under paragraph (a)(i) of this Section 2.05, all
\nrights of any Grantor to exercise the voting and consensual rights and powers it
\nis entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05, and
\nthe obligations of the Administrative Agent under paragraph (a)(ii) of this
\nSection 2.05, shall cease, and all such rights shall thereupon become vested in
\nthe Administrative Agent, which shall have the sole and exclusive right and
\nauthority to exercise such voting and consensual rights and powers;
\nprovided<\/u> that, unless otherwise directed by the Required Lenders, the
\nAdministrative Agent shall have the right from time to time following and during
\nthe continuance of an Event of Default to permit the Grantors to exercise such
\nrights. After all Events of Default have been cured or waived and the Borrower
\nhas delivered to the Administrative Agent a certificate of a Responsible Officer
\nof the Borrower to that effect, all rights vested in the Administrative Agent
\npursuant to this paragraph (c) shall cease, and the Grantors shall have the
\nexclusive right to exercise the voting and consensual rights and powers they
\nwould otherwise be entitled to exercise pursuant to paragraph (a)(i) of this
\nSection 2.05.<\/p>\n -8-<\/p>\n
\n(d) Any notice given by the Administrative Agent to the Grantors suspending
\ntheir rights under paragraph (a) of this Section 2.05 (i) may be given by
\ntelephone if promptly confirmed in writing, (ii) may be given with respect to
\none or more of the Grantors at the same or different times and (iii) may suspend
\nthe rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part
\nwithout suspending all such rights (as specified by the Administrative Agent in
\nits sole and absolute discretion) and without waiving or otherwise affecting the
\nAdministrative Agent153s rights to give additional notices from time to time
\nsuspending other rights so long as an Event of Default has occurred and is
\ncontinuing.<\/p>\n ARTICLE III<\/p>\n Security Interests in Personal Property <\/u><\/p>\n SECTION 3.01. Security Interest<\/u>. (a) As security for the payment or
\nperformance, as the case may be, in full of the Secured Obligations, each
\nGrantor hereby grants to the Administrative Agent, its successors and assigns,
\nfor the benefit of the Secured Parties, a security interest (the “Security
\nInterest<\/u>“) in all of such Grantor153s right, title and interest in, to and
\nunder any and all of the following assets now owned or at any time hereafter
\nacquired by such Grantor or in which such Grantor now has or at any time in the
\nfuture may acquire any right, title or interest (collectively, the “Article 9
\nCollateral<\/u>“):<\/p>\n (i) all Accounts;<\/p>\n (ii) all Chattel Paper;<\/p>\n (iii) all Documents;<\/p>\n (iv) all Equipment;<\/p>\n (v) all General Intangibles, including all Intellectual Property;<\/p>\n (vi) all Instruments;<\/p>\n (vii) all Inventory;<\/p>\n (viii) all other Goods;<\/p>\n (ix) all Investment Property;<\/p>\n (x) all Letter-of-Credit Rights;<\/p>\n (xi) all Commercial Tort Claims specifically described on Schedule IV hereto,
\nas such schedule may be supplemented from time to time pursuant to Section
\n3.04(d);<\/p>\n (xii) all books and records pertaining to the Article 9 Collateral; and<\/p>\n (xiii) to the extent not otherwise included, all Proceeds and products of any
\nand all of the foregoing and all Supporting Obligations, collateral security and
\nguarantees given by any Person with respect to any of the foregoing;<\/p>\n -9-<\/p>\n
\nprovided<\/u> that in no event shall the Security Interest attach to (A)
\nany lease, license, contract or agreement to which a Grantor is a party or any
\nof its rights or interests thereunder if, to the extent and for so long as the
\ngrant of such security interest shall constitute or result in a breach of or a
\ndefault under, or creates an enforceable right of termination in favor of any
\nparty (other than any Loan Party) to, such lease, license, contract or agreement
\n(other than to the extent that any such term would be rendered ineffective, or
\nis otherwise unenforceable, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of
\nthe UCC or any other applicable Requirement of Law); provided<\/u> that, to
\nthe extent severable, the Security Interest shall attach immediately to any
\nportion of such lease, license, contract or agreement that does not result in
\nany such breach, termination or default, including any Proceeds of such lease,
\nlicense, contract or agreement; (B) any motor vehicle or other asset covered by
\na certificate of title or ownership, whether now owned or hereafter acquired,
\nthe perfection of which is excluded from the UCC in the relevant jurisdiction;
\n(C) any asset owned by any Grantor that is subject to a Lien of the type
\npermitted by Section 6.02(iv) of the Credit Agreement (whether or not incurred
\npursuant to such Section) or a Lien permitted by Section 6.02(xi) of the Credit
\nAgreement, in each case if, to the extent and for so long as the grant of a Lien
\nthereon hereunder to secure the Secured Obligations constitutes a breach of or a
\ndefault under, or creates a right of termination in favor of any party (other
\nthan any Loan Party) to, any agreement pursuant to which such Lien has been
\ncreated; provided<\/u> that the Security Interest shall attach immediately to
\nany such asset (x) at the time the provision of such agreement containing such
\nrestriction ceases to be in effect and (y) to the extent any such breach or
\ndefault is not rendered ineffective by, or is otherwise unenforceable pursuant
\nto the UCC or any other applicable Requirement of Law; (D) any asset owned by
\nany Grantor with respect to which Borrower, with the written consent of the
\nAdministrative Agent (not to be unreasonably withheld or delayed), shall have
\nprovided to the Administrative Agent a certificate of a Financial Officer to the
\neffect that, based on advice of outside counsel or tax advisors of national
\nrecognition, the creation of such security interest in such asset hereunder
\nwould result in adverse tax consequences to Holdings, any Intermediate Parent,
\nthe Borrower and its Restricted Subsidiaries (other than on account of any Taxes
\npayable in connection with filings, recordings, registrations, stampings and any
\nsimilar acts in connection with the creation or perfection of the Liens granted
\nhereunder) that shall have been determined by Borrower to be material to
\nHoldings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries;
\n(E) any asset owned by any Grantor if, to the extent and for so long as the
\ngrant of such security interest in such asset shall be prohibited by any
\napplicable Requirements of Law (other than to the extent that any such
\nprohibition would be rendered ineffective pursuant to the UCC or any other
\napplicable Requirements of Law); provided<\/u> that the Security Interest
\nshall attach immediately to such asset at such time as such prohibition ceases
\nto be in effect; (F) any asset owned by any Grantor that the Borrower and the
\nAdministrative Agent shall have agreed in writing to exclude from being Article
\n9 Collateral on account of the cost of creating a security interest in such
\nasset hereunder (including any adverse tax consequences to Holdings, any
\nIntermediate Parent, the Borrower and the Subsidiaries resulting therefrom)
\nbeing excessive in view of the benefits to be obtained by the Secured Parties
\ntherefrom; (G) any intent-to-use trademark applications filed in the United
\nStates Patent and Trademark Office; and (H) the Excluded Equity Interests (it
\nbeing understood that, to the extent the Security Interest shall not have
\nattached to any such asset as a result of clauses (A) through (H) above, the
\nterm “Article 9 Collateral” shall not include any such asset); provided,
\nhowever, that Article 9 Collateral shall include any Proceeds, substitutions or
\nreplacements of any of the foregoing (unless such Proceeds, substitutions or
\nreplacements would constitute property referred to in clauses (A) through (H)).\n<\/p>\n (b) Each Grantor hereby irrevocably authorizes the Administrative Agent for
\nthe benefit of the Secured Parties at any time and from time to time to file in
\nany relevant jurisdiction any financing statements (including fixture filings)
\nwith respect to the Article 9 Collateral or any part thereof and amendments
\nthereto that (i) describe the collateral covered thereby in any manner that the
\nAdministrative Agent reasonably determines is necessary or advisable to ensure
\nthe perfection of the security interest in the Article 9 Collateral granted
\nunder this Agreement, including indicating the Collateral as “all assets” of
\nsuch Grantor or words of similar effect, and (ii) contain the information
\nrequired by Article 9 of the UCC or the analogous legislation of each applicable
\njurisdiction for the filing of any financing statement or amendment, including
\n(A) whether such Grantor is an organization, the type of organization and any
\norganizational identification number issued to such Grantor and (B) in the case
\nof a financing statement filed as a fixture filing, a sufficient description of
\nthe real property to which such Article 9 Collateral relates. Each Grantor
\nagrees to provide such information to the Administrative Agent promptly upon
\nrequest.<\/p>\n -10-<\/p>\n
\nEach Grantor also ratifies its authorization for the Administrative Agent to
\nfile in any relevant jurisdiction any initial financing statements or amendments
\nthereto with respect to the Article 9 Collateral or any part thereof naming any
\nGrantor as debtor or the Grantors as debtors and the Administrative Agent as
\nsecured party, if filed prior to the date hereof.<\/p>\n The Administrative Agent is further authorized to file with the United States
\nPatent and Trademark Office or United States Copyright Office (or any successor
\noffice) such documents as may be reasonably necessary or advisable for the
\npurpose of perfecting, confirming, continuing, enforcing or protecting the
\nSecurity Interest in Article 9 Collateral consisting of Patents, Trademarks or
\nCopyrights granted by each Grantor and naming any Grantor or the Grantors as
\ndebtors and the Administrative Agent as secured party.<\/p>\n (c) The Security Interest and the security interest granted pursuant to
\nArticle II are granted as security only and shall not subject the Administrative
\nAgent or any other Secured Party to, or in any way alter or modify, any
\nobligation or liability of any Grantor with respect to or arising out of the
\nCollateral.<\/p>\n SECTION 3.02. Representations and Warranties<\/u>. The Grantors jointly and
\nseverally represent and warrant to the Administrative Agent, for the benefit of
\nthe Secured Parties, that:<\/p>\n (a) Each Grantor has good and valid rights in and title to the Article 9
\nCollateral with respect to which it has purported to grant a Security Interest
\nhereunder, except for minor defects in title that do not interfere with its
\nability to conduct its business as currently conducted or as proposed to be
\nconducted or to utilize such properties for their intended purposes, in each
\ncase except where the failure to do so could not reasonably be expected to have,
\nindividually or in the aggregate, a Material Adverse Effect, and has full power
\nand authority to grant to the Administrative Agent, for the benefit of the
\nSecured Parties, the Security Interest in such Article 9 Collateral pursuant
\nhereto and to execute, deliver and perform its obligations in accordance with
\nthe terms of this Agreement, without the consent or approval of any other Person
\nother than any consent or approval that has been obtained and except to the
\nextent that failure to obtain or make such consent or approval, as the case may
\nbe, individually or in aggregate, could not reasonably be expected to have a
\nMaterial Adverse Effect.<\/p>\n -11-<\/p>\n
\n(b) The Perfection Certificate has been duly prepared, completed and executed
\nand the information set forth therein, including the exact legal name and
\njurisdiction of organization of each Grantor, is correct and complete in all
\nmaterial respects as of the Effective Date. The Uniform Commercial Code
\nfinancing statements (including fixture filings, as applicable) or other
\nappropriate filings, recordings or registrations prepared by the Administrative
\nAgent based upon the information provided to the Administrative Agent in the
\nPerfection Certificate for filing in each governmental, municipal or other
\noffice specified in Schedule 2 to the Perfection Certificate (or specified by
\nnotice from the Borrower to the Administrative Agent after the Effective Date in
\nthe case of filings, recordings or registrations required by Section 5.03 or
\n5.12 of the Credit Agreement), are all the filings, recordings and registrations
\n(other than filings required to be made in the United States Patent and
\nTrademark Office and the United States Copyright Office in order to perfect the
\nSecurity Interest in Article 9 Collateral consisting of United States Patents,
\nTrademarks and Copyrights) that are necessary to establish a legal, valid and
\nperfected security interest in favor of the Administrative Agent, for the
\nbenefit of the Secured Parties, in respect of all Article 9 Collateral in which
\nthe Security Interest may be perfected by filing, recording or registration in
\nthe United States, and no further or subsequent filing, refiling, recording,
\nrerecording, registration or reregistration is necessary, except as provided
\nunder applicable law with respect to the filing of continuation statements
\n(other than such actions as are necessary to perfect the Security Interest with
\nrespect to any Article 9 Collateral consisting of registered or applied for
\nPatents, Trademarks and Copyrights acquired or developed by a Grantor after the
\ndate hereof). The Grantors represent and warrant that a fully executed Patent
\nSecurity Agreement, Trademark Security Agreement and Copyright Security
\nAgreement, in each case containing a description of the Article 9 Collateral
\nconsisting of United States registered Patents, United States registered
\nTrademarks and United States registered Copyrights (and applications for any of
\nthe foregoing), as applicable, and executed by each Grantor owning any such
\nArticle 9 Collateral, have been delivered to the Administrative Agent for
\nrecording with the United States Patent and Trademark Office or the United
\nStates Copyright Office pursuant to 35 U.S.C. \u00a7 261, 15 U.S.C. \u00a7 1060 or 17
\nU.S.C. \u00a7 205 and the regulations thereunder, as applicable, and otherwise as may
\nbe required pursuant to the laws of any other necessary jurisdiction, to protect
\nthe validity of and to establish a legal, valid and perfected security interest
\nin favor of the Administrative Agent, for the benefit of the Secured Parties, in
\nrespect of all Article 9 Collateral consisting of Patents, Trademarks and
\nCopyrights in which a security interest may be perfected by filing, recording or
\nregistration in the United States, and no further or subsequent filing,
\nrefiling, recording, rerecording, registration or reregistration is necessary
\n(other than such actions as are necessary to perfect the Security Interest with
\nrespect to any Article 9 Collateral consisting of registered or applied for
\nPatents, Trademarks and Copyrights acquired or developed by a Grantor after the
\ndate hereof).<\/p>\n (c) The Security Interest constitutes (i) a legal and valid security interest
\nin all the Article 9 Collateral securing the payment and performance of the
\nSecured Obligations, (ii) subject to the filings described in paragraph (b) of
\nthis Section 3.02, a perfected security interest in all Article 9 Collateral in
\nwhich a security interest may be perfected by filing, recording or registering a
\nfinancing statement or analogous document in the United States pursuant to the
\nUniform Commercial Code and (iii) subject to the filings described in paragraph
\n(b) of this Section 3.02, a security interest that shall be perfected in all
\nArticle 9 Collateral in which a security interest may be perfected upon the
\nreceipt and recording of a Patent Security Agreement, a Trademark Security
\nAgreement and a Copyright Security Agreement with the United States Patent and
\nTrademark Office and the United States Copyright Office, as applicable, within
\nthe three-month period after the date hereof pursuant to 35 U.S.C. \u00a7 261 or 15
\nU.S.C. \u00a7 1060 or the one-month period after the date hereof pursuant to 17
\nU.S.C. \u00a7 205. The Security Interest is and shall be prior to any other Lien on
\nany of the Article 9 Collateral, other than Liens permitted pursuant to Section
\n6.02 of the Credit Agreement.<\/p>\n (d) The Article 9 Collateral is owned by the Grantors free and clear of any
\nLien, except for Liens expressly permitted pursuant to Section 6.02 of the
\nCredit Agreement. None of the Grantors has filed or consented to the filing of
\n(i) any financing statement or analogous document under the Uniform Commercial
\nCode or any other applicable laws covering any Article 9 Collateral or (ii) any
\nassignment in which any Grantor assigns any Article 9 Collateral or any security
\nagreement or similar instrument covering any Article 9 Collateral with the
\nUnited States Patent and Trademark Office or the United States Copyright Office,
\nexcept, in each case, for Liens expressly permitted pursuant to Section 6.02 of
\nthe Credit Agreement.<\/p>\n SECTION 3.03. Covenants<\/u>. (a) Each Grantor shall, at its own expense,
\ntake any and all commercially reasonable actions necessary to defend title to
\nthe Article 9 Collateral against all Persons, except with respect to Article 9
\nCollateral that such Grantor determines in its reasonable business judgment is
\nno longer necessary or beneficial to the conduct of such Grantor153s business, and
\nto defend the Security Interest of the Administrative Agent in the Article 9
\nCollateral and the priority thereof against any Lien not permitted pursuant to
\nSection 6.02 of the Credit Agreement, subject to the rights of such Grantor
\nunder Section 9.15 of the Credit Agreement and corresponding provisions of the
\nSecurity Documents to obtain a release of the Liens created under the Security
\nDocuments.<\/p>\n -12-<\/p>\n
\n(b) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver
\nand cause to be duly filed all such further instruments and documents and take
\nall such actions as the Administrative Agent may from time to time reasonably
\nrequest to better assure, preserve, protect and perfect the Security Interest
\nand the rights and remedies created hereby, including the payment of any fees
\nand Taxes required in connection with the execution and delivery of this
\nAgreement, the granting of the Security Interest and the filing of any financing
\nstatements (including fixture filings) or other documents in connection herewith
\nor therewith. If any amount payable under or in connection with any of the
\nArticle 9 Collateral shall be or become evidenced by any promissory note (which
\nmay be a global note) or other instrument (other than any promissory note or
\nother instrument in an aggregate principal amount of less than $5,000,000 owed
\nto the applicable Grantor by any Person), such note or instrument shall be
\npromptly pledged and delivered to the Administrative Agent, for the benefit of
\nthe Secured Parties, together with an undated instrument of transfer duly
\nexecuted in blank and in a manner reasonably satisfactory to the Administrative
\nAgent.<\/p>\n Without limiting the generality of the foregoing, each Grantor hereby
\nauthorizes the Administrative Agent, with prompt written notice thereof to the
\nGrantors, to supplement this Agreement by supplementing Schedule III hereto or
\nadding additional schedules hereto to identify specifically any asset or item
\nthat may constitute an application or registration for any Copyright, Patent or
\nTrademark; provided<\/u> that any Grantor shall have the right, exercisable
\nwithin 10 days (or such longer period as shall be agreed by the Borrower and the
\nAdministrative Agent) after it has been notified in writing by the
\nAdministrative Agent of the specific identification of such Collateral, to
\nadvise the Administrative Agent in writing of any inaccuracy (i) with respect to
\nsuch supplement or additional schedule or (ii) of the representations and
\nwarranties made by such Grantor hereunder with respect to such Collateral. Each
\nGrantor agrees that, at the reasonable request of the Administrative Agent, it
\nwill use commercially reasonable efforts to take such action as shall be
\nreasonably necessary in order that all representations and warranties hereunder
\nshall be true and correct with respect to such Collateral within 10 days (or
\nsuch longer period as shall be agreed by the Borrower and the Administrative
\nAgent) after the date it has been notified in writing by the Administrative
\nAgent of the specific identification of such Collateral.<\/p>\n (c) At its option, the Administrative Agent may discharge past due taxes,
\nassessments, charges, fees, Liens, security interests or other encumbrances at
\nany time levied or placed on the Article 9 Collateral and not permitted pursuant
\nto Section 6.02 of the Credit Agreement, and may pay for the maintenance and
\npreservation of the Article 9 Collateral to the extent any Grantor fails to do
\nso as required by the Credit Agreement, this Agreement or any other Loan
\nDocument and within a reasonable period of time after the Administrative Agent
\nhas requested that it do so, and each Grantor jointly and severally agrees to
\nreimburse the Administrative Agent, within 10 days after demand, for any
\nreasonable payment made or any reasonable expense incurred by the Administrative
\nAgent pursuant to the foregoing authorization; provided<\/u> that nothing in
\nthis paragraph shall be interpreted as excusing any Grantor from the performance
\nof, or imposing any obligation on the Administrative Agent or any Secured Party
\nto cure or perform, any covenants or other promises of any Grantor with respect
\nto taxes, assessments, charges, fees, Liens, security interests or other
\nencumbrances and maintenance as set forth herein or in the other Loan Documents.\n<\/p>\n (d) Each Grantor shall remain liable, as between such Grantor and the
\nrelevant counterparty under each contract, agreement or instrument relating to
\nthe Article 9 Collateral, to observe and perform all the conditions and
\nobligations to be observed and performed by it under such contract, agreement or
\ninstrument, all in accordance with the terms and conditions thereof, and each
\nGrantor jointly and severally agrees to indemnify and hold harmless the
\nAdministrative Agent and the other Secured Parties from and against any and all
\nliability for such performance.<\/p>\n -13-<\/p>\n
\n(e) It is understood that no Grantor shall be required by this Agreement to
\nperfect the security interests created hereunder by any means other than (i)
\nfilings pursuant to the Uniform Commercial Code, (ii) filings with the United
\nStates Patent and Trademark Office or United States Copyright Office (or any
\nsuccessor office) in respect of registered Intellectual Property
\n(provided<\/u> that, with respect to Licenses, such filings shall be limited
\nto exclusive Copyright Licenses under which such Grantor is a licensee), (iii)
\nin the case of Collateral that constitutes Tangible Chattel Paper, Pledged
\nSecurities, Instruments, Certificated Securities or Negotiable Documents,
\ndelivery thereof to the Administrative Agent in accordance with the terms hereof
\n(together with, where applicable, undated stock or note powers or other undated
\nproper instruments of assignment) and (iv) other actions to the extent required
\nby Section 3.03(b) (solely with respect to the second sentence thereof), Section
\n3.04(c) and Section 3.04(d) hereunder. No Grantor shall be required to (i)
\ncomplete any filings or other action with respect to the perfection of the
\nsecurity interests created hereby in any jurisdiction outside of the United
\nStates or (ii) deliver control agreements with respect to, or confer perfection
\nby “control” over, any Deposit Accounts or Securities Accounts.<\/p>\n (f) Each Grantor irrevocably makes, constitutes and appoints the
\nAdministrative Agent (and all officers, employees or agents designated by the
\nAdministrative Agent) as such Grantor153s true and lawful agent (and
\nattorney-in-fact) for the purpose, upon the occurrence and during the
\ncontinuance of an Event of Default and after notice to the Borrower of its
\nintent to exercise such rights, of making, settling and adjusting claims in
\nrespect of Article 9 Collateral under policies of insurance, endorsing the name
\nof such Grantor on any check, draft, instrument or other item of payment for the
\nproceeds of such policies of insurance and for making all determinations and
\ndecisions with respect thereto. In the event that any Grantor at any time or
\ntimes shall fail to obtain or maintain any of the policies of insurance required
\nhereby or to pay any premium in whole or part relating thereto, the
\nAdministrative Agent may, without waiving or releasing any obligation or
\nliability of the Grantors hereunder or any Default or Event of Default, in its
\nsole discretion, obtain and maintain such policies of insurance and pay such
\npremium and take any other actions with respect thereto as the Administrative
\nAgent reasonably deems advisable. All sums disbursed by the Administrative Agent
\nin connection with this paragraph, including reasonable out-of-pocket attorneys153
\nfees, court costs, expenses and other charges relating thereto, shall be
\npayable, within 10 days of demand, by the Grantors to the Administrative Agent
\nand shall be additional Secured Obligations secured hereby.<\/p>\n SECTION 3.04. Other Actions<\/u>. In order to further insure the
\nattachment, perfection and priority of, and the ability of the Administrative
\nAgent to enforce, the Security Interest, each Grantor agrees, in each case at
\nsuch Grantor153s own expense, to take the following actions with respect to the
\nfollowing Article 9 Collateral:<\/p>\n (a) Instruments<\/u>. If any Grantor shall at any time hold or acquire any
\nInstruments constituting Collateral (other than Instruments with a face amount
\nof less than $5,000,000 and other than checks to be deposited in the ordinary
\ncourse of business), such Grantor shall promptly endorse, assign and deliver the
\nsame to the Administrative Agent, accompanied by such undated instruments of
\ntransfer or assignment duly executed in blank as the Administrative Agent may
\nfrom time to time reasonably request.<\/p>\n (b) Investment Property<\/u>. Except to the extent otherwise provided in
\nArticle II, if any Grantor shall at any time hold or acquire any certificated
\nsecurities, such Grantor shall forthwith endorse, assign and deliver the same to
\nthe Administrative Agent, accompanied by such undated instruments of transfer or
\nassignment duly executed in blank as the Administrative Agent may from time to
\ntime reasonably request.<\/p>\n -14-<\/p>\n
\n(c) Letter-of-Credit Rights<\/u>. If any Grantor is at any time a
\nbeneficiary under a letter of credit with an aggregate face amount in excess of
\n$5,000,000 now or hereafter issued in favor of such Grantor that is not a
\nSupporting Obligation with respect to any of the Collateral, such Grantor shall
\npromptly notify the Administrative Agent thereof and, at the request and option
\nof the Administrative Agent, such Grantor shall, pursuant to an agreement in
\nform and substance reasonably satisfactory to the Administrative Agent, either
\n(i) use commercially reasonable efforts to arrange for the issuer and any
\nconfirmer of such letter of credit to consent to an assignment to the
\nAdministrative Agent of the proceeds of any drawing under such letter of credit
\nor (ii) use commercially reasonable efforts to arrange for the Administrative
\nAgent to become the transferee beneficiary of such letter of credit, with the
\nAdministrative Agent agreeing, in each case, that the proceeds of any drawing
\nunder such letter of credit are to be paid to the applicable Grantor unless an
\nEvent of Default has occurred and is continuing.<\/p>\n (d) Commercial Tort Claims<\/u>. If any Grantor shall at any time hold or
\nacquire a Commercial Tort Claim in an amount reasonably estimated to exceed
\n$5,000,000, such Grantor shall promptly notify the Administrative Agent thereof
\nin a writing signed by such Grantor, including a summary description of such
\nclaim, and Schedule IV hereto shall be deemed to be supplemented to include such
\ndescription of such commercial tort claim as set forth in such writing.<\/p>\n SECTION 3.05. Covenants Regarding Patent, Trademark and Copyright
\nCollateral<\/u>. (a) Except to the extent failure so to act could not reasonably
\nbe expected to have a Material Adverse Effect of the type referred to in clause
\n(a) or (b) of the definition of such term in the Credit Agreement, with respect
\nto registration or pending application of each item of its Intellectual Property
\nfor which such Grantor has standing to do so, each Grantor agrees (i) to
\nmaintain the validity and enforceability of any registered Intellectual Property
\n(or applications therefor) and to maintain such registrations and applications
\nof Intellectual Property in full force and effect and (ii) to pursue the
\nregistration and maintenance of each Patent, Trademark or Copyright registration
\nor application, now or hereafter included in the Intellectual Property of such
\nGrantor, including the payment of required fees and taxes, the filing of
\nresponses to office actions issued by the U.S. Patent and Trademark Office, the
\nU.S. Copyright Office or other governmental authorities, the filing of
\napplications for renewal or extension, the filing of affidavits under Sections 8
\nand 15 of the U.S. Trademark Act, the filing of divisional, continuation,
\ncontinuation-in-part, reissue and renewal applications or extensions, the
\npayment of maintenance fees and the participation in interference,
\nreexamination, opposition, cancellation, infringement and misappropriation
\nproceedings.<\/p>\n (b) Except as could not reasonably be expected to have a Material Adverse
\nEffect of the type referred to in clause (a) or (b) of the definition of such
\nterm in the Credit Agreement, no Grantor shall do or permit any act or knowingly
\nomit to do any act whereby any of its Intellectual Property may lapse, be
\nterminated, or become invalid or unenforceable or placed in the public domain
\n(or in case of a trade secret, lose its competitive value).<\/p>\n (c) Except where failure to do so could not reasonably be expected to have a
\nMaterial Adverse Effect of the type referred to in clause (a) or (b) of the
\ndefinition of such term in the Credit Agreement, each Grantor shall take all
\nsteps to preserve and protect each item of its Intellectual Property, including
\nmaintaining the quality of any and all products or services used or provided in
\nconnection with any of the Trademarks, consistent with the quality of the
\nproducts and services as of the date hereof, and taking all steps necessary to
\nensure that all licensed users of any of the Trademarks abide by the applicable
\nlicense153s terms with respect to the standards of quality.<\/p>\n -15-<\/p>\n
\n(d) Each Grantor agrees that, should it obtain an ownership or other interest
\nin any Intellectual Property after the Effective Date, (i) the provisions of
\nthis Agreement shall automatically apply thereto and (ii) any such Intellectual
\nProperty and, in the case of Trademarks, the goodwill symbolized thereby, shall
\nautomatically become Intellectual Property subject to the terms and conditions
\nof this Agreement.<\/p>\n (e) Nothing in this Agreement shall prevent any Grantor from disposing of,
\ndiscontinuing the use or maintenance of, failing to pursue or otherwise allowing
\nto lapse, terminate or put into the public domain any of its Intellectual
\nProperty to the extent permitted by the Credit Agreement if such Grantor
\ndetermines in its reasonable business judgment that such discontinuance is
\ndesirable in the conduct of its business.<\/p>\n ARTICLE IV<\/p>\n Remedies <\/u><\/p>\n SECTION 4.01. Remedies upon Default<\/u>. Upon the occurrence and during
\nthe continuance of an Event of Default, each Grantor agrees to deliver, on
\ndemand, each item of Collateral to the Administrative Agent or any Person
\ndesignated by the Administrative Agent, and it is agreed that the Administrative
\nAgent shall have the right to take any of or all the following actions at the
\nsame or different times: (a) with respect to any Article 9 Collateral consisting
\nof Intellectual Property, on demand, to cause the Security Interest to become an
\nassignment, transfer and conveyance of any of or all such Article 9 Collateral
\nby the applicable Grantors to the Administrative Agent, for the benefit of the
\nSecured Parties, or to license or sublicense, whether on an exclusive or
\nnonexclusive basis, any such Article 9 Collateral throughout the world on such
\nterms and conditions and in such manner as the Administrative Agent shall
\ndetermine (other than in violation of any then-existing licensing arrangements
\nto the extent that waivers cannot be obtained), and (b) with or without legal
\nprocess and with or without prior notice or demand for performance, to take
\npossession of the Article 9 Collateral and the Pledged Collateral and without
\nliability for trespass to enter any premises where the Article 9 Collateral or
\nthe Pledged Collateral may be located for the purpose of taking possession of or
\nremoving the Article 9 Collateral and the Pledged Collateral and, generally, to
\nexercise any and all rights afforded to a secured party under the Uniform
\nCommercial Code or other applicable law. Without limiting the generality of the
\nforegoing, each Grantor agrees that the Administrative Agent shall have the
\nright, subject to the mandatory requirements of applicable law and the notice
\nrequirements described below, to sell or otherwise dispose of all or any part of
\nthe Collateral at a public or private sale or at any broker153s board or on any
\nsecurities exchange, for cash, upon credit or for future delivery as the
\nAdministrative Agent shall deem appropriate. The Administrative Agent shall be
\nauthorized at any such sale of securities (if it deems it advisable to do so) to
\nrestrict the prospective bidders or purchasers to Persons who will represent and
\nagree that they are purchasing the Collateral for their own account for
\ninvestment and not with a view to the distribution or sale thereof, and upon
\nconsummation of any such sale the Administrative Agent shall have the right to
\nassign, transfer and deliver to the purchaser or purchasers thereof the
\nCollateral so sold. Each such purchaser at any sale of Collateral shall hold the
\nproperty sold absolutely free from any claim or right on the part of any
\nGrantor, and each Grantor hereby waives (to the extent permitted by law) all
\nrights of redemption, stay and appraisal that such Grantor now has or may at any
\ntime in the future have under any rule of law or statute now existing or
\nhereafter enacted.<\/p>\n -16-<\/p>\n
\nThe Administrative Agent shall give the applicable Grantors no less than 10
\ndays153 written notice (which each Grantor agrees is reasonable notice within the
\nmeaning of Section 9-611 of the New York UCC or its equivalent in other
\njurisdictions) of the Administrative Agent153s intention to make any sale of
\nCollateral. Such notice, in the case of a public sale, shall state the time and
\nplace for such sale and, in the case of a sale at a broker153s board or on a
\nsecurities exchange, shall state the board or exchange at which such sale is to
\nbe made and the day on which the Collateral or portion thereof, will first be
\noffered for sale at such board or exchange. Any such public sale shall be held
\nat such time or times within ordinary business hours and at such place or places
\nas the Administrative Agent may fix and state in the notice (if any) of such
\nsale. At any such sale, the Collateral, or portion thereof, to be sold may be
\nsold in one lot as an entirety or in separate parcels, as the Administrative
\nAgent may (in its sole and absolute discretion) determine. The Administrative
\nAgent shall not be obligated to make any sale of any Collateral if it shall
\ndetermine not to do so, regardless of the fact that notice of sale of such
\nCollateral shall have been given. The Administrative Agent may, without notice
\nor publication, adjourn any public or private sale or cause the same to be
\nadjourned from time to time by announcement at the time and place fixed for
\nsale, and such sale may, without further notice, be made at the time and place
\nto which the same was so adjourned. In case any sale of all or any part of the
\nCollateral is made on credit or for future delivery, the Collateral so sold may
\nbe retained by the Administrative Agent until the sale price is paid by the
\npurchaser or purchasers thereof, but the Administrative Agent and the other
\nSecured Parties shall not incur any liability in case any such purchaser or
\npurchasers shall fail to take up and pay for the Collateral so sold and, in case
\nof any such failure, such Collateral may be sold again upon like notice. At any
\npublic (or, to the extent permitted by law, private) sale made pursuant to this
\nAgreement, any Secured Party may bid for or purchase, free (to the extent
\npermitted by law) from any right of redemption, stay, valuation or appraisal on
\nthe part of any Grantor (all said rights being also hereby waived and released
\nto the extent permitted by law), the Collateral or any part thereof offered for
\nsale and may make payment on account thereof by using any claim then due and
\npayable to such Secured Party from any Grantor as a credit against the purchase
\nprice, and such Secured Party may, upon compliance with the terms of sale, hold,
\nretain and dispose of such property without further accountability to any
\nGrantor therefor. For purposes hereof, a written agreement to purchase the
\nCollateral or any portion thereof shall be treated as a sale thereof; the
\nAdministrative Agent shall be free to carry out such sale pursuant to such
\nagreement and no Grantor shall be entitled to the return of the Collateral or
\nany portion thereof subject thereto, notwithstanding the fact that after the
\nAdministrative Agent shall have entered into such an agreement all Events of
\nDefault shall have been remedied and the Secured Obligations paid in full. As an
\nalternative to exercising the power of sale herein conferred upon it, the
\nAdministrative Agent may proceed by a suit or suits at law or in equity to
\nforeclose this Agreement and to sell the Collateral or any portion thereof
\npursuant to a judgment or decree of a court or courts having competent
\njurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale
\npursuant to the provisions of this Section 4.01 shall be deemed to conform to
\nthe commercially reasonable standards as provided in Section 9-610(b) of the New
\nYork UCC or its equivalent in other jurisdictions.<\/p>\n SECTION 4.02. Application of Proceeds<\/u>. The Administrative Agent shall
\napply the proceeds of any collection or sale of Collateral, including any
\nCollateral consisting of cash, as follows:<\/p>\n FIRST, to the payment of all costs and expenses incurred by the
\nAdministrative Agent in connection with such collection or sale or otherwise in
\nconnection with this Agreement, any other Loan Document or any of the Secured
\nObligations, including all court costs and the fees and expenses of its agents
\nand legal counsel, the repayment of all advances made by the Administrative
\nAgent hereunder or under any other Loan Document on behalf of any Grantor and
\nany other costs or expenses incurred in connection with the exercise of any
\nright or remedy hereunder or under any other Loan Document;<\/p>\n SECOND, to the payment in full of the Secured Obligations (the amounts so
\napplied to be distributed among the Secured Parties pro rata in accordance with
\nthe amounts of the Secured Obligations owed to them on the date of any such
\ndistribution); and<\/p>\n THIRD, to the Grantors, their successors or assigns, or as a court of
\ncompetent jurisdiction may otherwise direct.<\/p>\n -17-<\/p>\n
\nThe Administrative Agent shall have absolute discretion as to the time of
\napplication of any such proceeds, moneys or balances in accordance with this
\nAgreement. Upon any sale of Collateral by the Administrative Agent (including
\npursuant to a power of sale granted by statute or under a judicial proceeding),
\nthe receipt of the Administrative Agent or of the officer making the sale shall
\nbe a sufficient discharge to the purchaser or purchasers of the Collateral so
\nsold and such purchaser or purchasers shall not be obligated to see to the
\napplication of any part of the purchase money paid over to the Administrative
\nAgent or such officer or be answerable in any way for the misapplication
\nthereof. The Administrative Agent shall have no liability to any of the Secured
\nParties for actions taken in reliance on information supplied to it as to the
\namounts of unpaid principal and interest and other amounts outstanding with
\nrespect to the Secured Obligations.<\/p>\n SECTION 4.03. Grant of License to Use Intellectual Property<\/u>. For the
\npurpose of enabling the Administrative Agent to exercise rights and remedies
\nunder this Agreement, each Grantor shall, upon request by the Administrative
\nAgent solely during the continuance of an Event of Default, grant to the
\nAdministrative Agent an irrevocable, nonexclusive license (exercisable without
\npayment of royalty or other compensation to the Grantors) to use, license or
\nsublicense any of the Collateral consisting of Intellectual Property now owned
\nor hereafter acquired by such Grantor, and wherever the same may be located, and
\nincluding in such license reasonable access to all media in which any of the
\nlicensed items may be recorded or stored and to all computer software and
\nprograms used for the compilation or printout thereof to the extent that such
\nnon-exclusive license (a) does not violate the express terms of any agreement
\nbetween a Grantor and a third party governing the applicable Grantor153s use of
\nsuch Collateral consisting of Intellectual Property, or gives such third party
\nany right of acceleration, modification or cancellation therein and (b) is not
\nprohibited by any Requirements of Law; provided<\/u> that such licenses to be
\ngranted hereunder with respect to Trademarks shall be subject to the maintenance
\nof quality standards with respect to the goods and services on which such
\nTrademarks are used sufficient to preserve the validity of such Trademarks. The
\nuse of such license by the Administrative Agent may be exercised, at the option
\nof the Administrative Agent, during the continuation of an Event of Default;
\nprovided<\/u> further<\/u> that any license, sublicense or other transaction
\nentered into by the Administrative Agent in accordance herewith shall be binding
\nupon the Grantors notwithstanding any subsequent cure of an Event of Default.\n<\/p>\n SECTION 4.04. Securities Act<\/u>. In view of the position of the Grantors
\nin relation to the Pledged Collateral, or because of other current or future
\ncircumstances, a question may arise under the Securities Act of 1933, as now or
\nhereafter in effect, or any similar statute hereafter enacted analogous in
\npurpose or effect (such Act and any such similar statute as from time to time in
\neffect being called the “Federal Securities Laws<\/u>“) with respect to any
\ndisposition of the Pledged Collateral permitted hereunder. Each Grantor
\nunderstands that compliance with the Federal Securities Laws might very strictly
\nlimit the course of conduct of the Administrative Agent if the Administrative
\nAgent were to attempt to dispose of all or any part of the Pledged Collateral,
\nand might also limit the extent to which or the manner in which any subsequent
\ntransferee of any Pledged Collateral could dispose of the same. Similarly, there
\nmay be other legal restrictions or limitations affecting the Administrative
\nAgent in any attempt to dispose of all or part of the Pledged Collateral under
\napplicable blue sky or other state securities laws or similar laws analogous in
\npurpose or effect. Each Grantor recognizes that in light of such restrictions
\nand limitations the Administrative Agent may, with respect to any sale of the
\nPledged Collateral, limit the purchasers to those who will agree, among other
\nthings, to acquire such Pledged Collateral for their own account, for investment
\nand not with a view to the distribution or resale thereof. Each Grantor
\nacknowledges and agrees that in light of such restrictions and limitations, the
\nAdministrative Agent, in its sole and absolute discretion, (a) may proceed to
\nmake such a sale whether or not a registration statement for the purpose of
\nregistering such Pledged Collateral or part thereof shall have been filed under
\nthe Federal Securities Laws to the extent the Administrative Agent has
\ndetermined that such a registration is not required by any Requirement of Law
\nand (b) may approach and negotiate with a limited number of potential purchasers
\n(including a single potential purchaser) to effect such sale. Each Grantor
\nacknowledges and agrees that any such sale might result in prices and other
\nterms less favorable to the seller than if such sale were a public sale without
\nsuch restrictions. In the event of any such sale, the Administrative Agent and
\nthe other Secured Parties shall incur no responsibility or liability for selling
\nall or any part of the Pledged Collateral at a price that the Administrative
\nAgent, in its sole and absolute discretion, may in good faith deem reasonable
\nunder the circumstances, notwithstanding the possibility that a substantially
\nhigher price might have been realized if the sale were deferred until after
\nregistration as aforesaid or if more than a limited number of purchasers (or a
\nsingle purchaser) were approached. The provisions of this Section 4.04 will
\napply notwithstanding the existence of a public or private market upon which the
\nquotations or sales prices may exceed substantially the price at which the
\nAdministrative Agent sells.<\/p>\n -18-<\/p>\n
\nARTICLE V<\/p>\n Miscellaneous <\/u><\/p>\n SECTION 5.01. Notices<\/u>. All communications and notices hereunder shall
\n(except as otherwise expressly permitted herein) be in writing and given as
\nprovided in Section 9.01 of the Credit Agreement. All communications and notices
\nhereunder to any Grantor shall be given to it in care of Holdings as provided in
\nSection 9.01 of the Credit Agreement.<\/p>\n SECTION 5.02. Waivers; Amendment<\/u>. (a) No failure or delay by the
\nAdministrative Agent, any Issuing Bank or any Lender in exercising any right or
\npower hereunder or under any other Loan Document shall operate as a waiver
\nthereof nor shall any single or partial exercise of any such right or power, or
\nany abandonment or discontinuance of steps to enforce such a right or power,
\npreclude any other or further exercise thereof or the exercise of any other
\nright or power. The rights and remedies of the Administrative Agent, the Issuing
\nBanks and the Lenders hereunder and under the other Loan Documents are
\ncumulative and are not exclusive of any rights or remedies that they would
\notherwise have. No waiver of any provision of this Agreement or consent to any
\ndeparture by any Loan Party therefrom shall in any event be effective unless the
\nsame shall be permitted by paragraph (b) of this Section 5.02, and then such
\nwaiver or consent shall be effective only in the specific instance and for the
\npurpose for which given. Without limiting the generality of the foregoing, the
\nmaking of a Loan or issuance of a Letter of Credit shall not be construed as a
\nwaiver of any Default, regardless of whether the Administrative Agent, any
\nLender or any Issuing Bank may have had notice or knowledge of such Default at
\nthe time. No notice or demand on any Loan Party in any case shall entitle any
\nLoan Party to any other or further notice or demand in similar or other
\ncircumstances.<\/p>\n (b) Neither this Agreement nor any provision hereof may be waived, amended or
\nmodified except pursuant to an agreement or agreements in writing entered into
\nby the Administrative Agent and the Grantor or Grantors with respect to which
\nsuch waiver, amendment or modification is to apply, subject to any consent
\nrequired in accordance with Section 9.02 of the Credit Agreement;
\nprovided<\/u> that the Administrative Agent may, without the consent of any
\nSecured Party, consent to a departure by any Grantor from any covenant of such
\nGrantor set forth herein to the extent such departure is consistent with the
\nauthority of the Administrative Agent set forth in the definition of the term
\n“Collateral and Guarantee Requirement” in the Credit Agreement.<\/p>\n SECTION 5.03. Administrative Agent153s Fees and Expenses;
\nIndemnification<\/u>. (a) Each Grantor, jointly with the other Grantors and
\nseverally, agrees to reimburse the Administrative Agent for its fees and
\nexpenses incurred hereunder as provided in Section 9.03(a) of the Credit
\nAgreement; provided<\/u> that each reference therein to the “Borrower” shall
\nbe deemed to be a reference to “each Grantor.”<\/p>\n -19-<\/p>\n
\n(b) Without limitation of its indemnification obligations under the other
\nLoan Documents, each Grantor, jointly with the other Grantors and severally,
\nagrees to indemnify the Administrative Agent and the other Indemnitees against,
\nand hold each Indemnitee harmless from, any and all losses, claims, damages,
\nliabilities and reasonable and documented or invoiced out-of-pocket fees and
\nexpenses of any counsel for any Indemnitee, incurred by or asserted against any
\nIndemnitee by any third party or by the Borrower, Holdings or any Subsidiary
\narising out of, in connection with, or as a result of, the execution, delivery
\nor performance of this Agreement or any actual or prospective claim, litigation,
\ninvestigation or proceeding relating to any of the foregoing, whether brought by
\na third party or by the Borrower, Holdings or any Subsidiary and regardless of
\nwhether any Indemnitee is a party thereto; provided<\/u> that such indemnity
\nshall not, as to any Indemnitee, be available to the extent that such losses,
\nclaims, damages, liabilities, costs or related expenses (x) resulted from the
\ngross negligence, bad faith or willful misconduct of such Indemnitee or its
\nRelated Parties (as determined by a court of competent jurisdiction in a final
\nand non-appealable judgment), (y) resulted from a material breach of the Loan
\nDocuments by such Indemnitee or its Related Parties (as determined by a court of
\ncompetent jurisdiction in a final and non-appealable judgment) or (z) arise from
\ndisputes between or among Indemnitees that do not involve an act or omission by
\nHoldings, the Borrower or any Restricted Subsidiary.<\/p>\n (c) To the fullest extent permitted by applicable law, no Grantor shall
\nassert, and each Grantor hereby waives, any claim against any Indemnitee (i) for
\nany direct or actual damages arising from the use by unintended recipients of
\ninformation or other materials distributed to such unintended recipients by such
\nIndemnitee through telecommunications, electronic or other information
\ntransmission systems (including the Internet) in connection with this Agreement
\nor the other Loan Documents or the transactions contemplated hereby or thereby;
\nprovided<\/u> that such indemnity shall not, as to any Indemnitee, be
\navailable to the extent that such actual or direct damages are determined by a
\ncourt of competent jurisdiction in a final and non-appealable judgment to have
\nresulted from the gross negligence, bad faith or willful misconduct of, or a
\nmaterial breach of the Loan Documents by such Indemnitee or its Related Parties
\n(as determined by a court of competent jurisdiction in a final and
\nnon-appealable judgment) or (ii) on any theory of liability, for special,
\nindirect, consequential or punitive damages (as opposed to direct or actual
\ndamages) arising out of, in connection with, or as a result of, this Agreement
\nor any Loan Document or any agreement or instrument contemplated hereby or
\nthereby, the Transactions, any Loan or Letter of Credit or the use of the
\nproceeds thereof.<\/p>\n (d) The provisions of this Section 5.03 shall remain operative and in full
\nforce and effect regardless of the termination of this Agreement or any other
\nLoan Document, the consummation of the transactions contemplated hereby or
\nthereby, the repayment of any of the Secured Obligations, the invalidity or
\nunenforceability of any term or provision of this Agreement or any other Loan
\nDocument, or any investigation made by or on behalf of any Secured Party. All
\namounts due under this Section shall be payable not later than 10 Business Days
\nafter written demand therefor; provided<\/u>, however<\/u>, any Indemnitee
\nshall promptly refund an indemnification payment received hereunder to the
\nextent that there is a final judicial determination that such Indemnitee was not
\nentitled to indemnification with respect to such payment pursuant to this
\nSection 5.03. Any such amounts payable as provided hereunder shall be additional
\nSecured Obligations.<\/p>\n SECTION 5.04. Successors and Assigns<\/u>. Whenever in this Agreement any
\nof the parties hereto is referred to, such reference shall be deemed to include
\nthe permitted successors and assigns of such party; and all covenants, promises
\nand agreements by or on behalf of any Grantor or the Administrative Agent that
\nare contained in this Agreement shall bind and inure to the benefit of their
\nrespective successors and assigns.<\/p>\n -20-<\/p>\n
\nSECTION 5.05. Survival of Agreement<\/u>. All covenants, agreements,
\nrepresentations and warranties made by the Loan Parties in this Agreement or any
\nother Loan Document and in the certificates or other instruments delivered in
\nconnection with or pursuant to this Agreement or any other Loan Document shall
\nbe considered to have been relied upon by the Secured Parties and shall survive
\nthe execution and delivery of the Loan Documents and the making of any Loans and
\nissuance of any Letters of Credit, regardless of any investigation made by or on
\nbehalf of any Secured Party and notwithstanding that the Administrative Agent,
\nany Issuing Bank, any Lender or any other Secured Party may have had notice or
\nknowledge of any Default or incorrect representation or warranty at the time any
\ncredit is extended under the Credit Agreement or any other Loan Document, and
\nshall continue in full force and effect until such time as (a) all the Loan
\nDocument Obligations (including LC Disbursements, if any, but excluding
\ncontingent obligations as to which no claim has been made) have been paid in
\nfull in cash, (b) all Commitments have terminated or expired and (c) the LC
\nExposure has been reduced to zero (including as a result of obtaining the
\nconsent of the applicable Issuing Bank as described in Section 9.05 of the
\nCredit Agreement) and the Issuing Banks have no further obligation to issue or
\namend Letters of Credit under the Credit Agreement.<\/p>\n SECTION 5.06. Counterparts; Effectiveness; Several Agreement<\/u>. This
\nAgreement may be executed in counterparts (and by different parties hereto on
\ndifferent counterparts), each of which shall constitute an original but all of
\nwhich when taken together shall constitute a single contract. Delivery of an
\nexecuted signature page to this Agreement by facsimile or other electronic
\ntransmission shall be effective as delivery of a manually signed counterpart of
\nthis Agreement. This Agreement shall become effective as to any Grantor when a
\ncounterpart hereof executed on behalf of such Grantor shall have been delivered
\nto the Administrative Agent and a counterpart hereof shall have been executed on
\nbehalf of the Administrative Agent, and thereafter shall be binding upon such
\nGrantor and the Administrative Agent and their respective permitted successors
\nand assigns, and shall inure to the benefit of such Grantor, the Administrative
\nAgent and the other Secured Parties and their respective successors and assigns,
\nexcept that no Grantor shall have the right to assign or transfer its rights or
\nobligations hereunder or any interest herein (and any such assignment or
\ntransfer shall be void) except as expressly provided in this Agreement and the
\nCredit Agreement. This Agreement shall be construed as a separate agreement with
\nrespect to each Grantor and may be amended, modified, supplemented, waived or
\nreleased with respect to any Grantor without the approval of any other Grantor
\nand without affecting the obligations of any other Grantor hereunder.<\/p>\n SECTION 5.07. Severability<\/u>. Any provision of this Agreement held to be
\ninvalid, illegal or unenforceable in any jurisdiction shall, as to such
\njurisdiction, be ineffective to the extent of such invalidity, illegality or
\nunenforceability without affecting the validity, legality and enforceability of
\nthe remaining provisions hereof; and the invalidity of a particular provision in
\na particular jurisdiction shall not invalidate such provision in any other
\njurisdiction.<\/p>\n SECTION 5.08. Right of Set-Off<\/u>. If an Event of Default under the
\nCredit Agreement shall have occurred and be continuing, each Lender, the Issuing
\nBanks and each of their respective Affiliates is hereby authorized at any time
\nand from time to time, to the fullest extent permitted by law, to set off and
\napply any and all deposits (general or special, time or demand, provisional or
\nfinal, in whatever currency) at any time held and other obligations (in whatever
\ncurrency) at any time owing by such Lender, such Issuing Bank or any such
\nAffiliate to or for the credit or the account of any Grantor against any of and
\nall the obligations of such Grantor then due and owing under this Agreement held
\nby such Lender or such Issuing Bank, irrespective of whether or not such Lender
\nor such Issuing Bank shall have made any demand under this Agreement and
\nalthough (i) such obligations may be contingent or unmatured and (ii) such
\nobligations are owed to a branch or office of such Lender or such Issuing Bank
\ndifferent from the branch or office holding such deposit or obligated on such
\nIndebtedness. The applicable Lender and Issuing Bank shall notify the applicable
\nGrantor and the Administrative Agent of such setoff and application;
\nprovided<\/u> that any failure to give or any delay in giving such notice
\nshall not affect the validity of any such setoff and application under this
\nSection 5.08. The rights of each Lender, each Issuing Bank and their respective
\nAffiliates under this Section 5.08 are in addition to other rights and remedies
\n(including other rights of setoff) that such Lender, such Issuing Bank and their
\nrespective Affiliates may have.<\/p>\n -21-<\/p>\n
\nSECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process;
\nAppointment of Service of Process Agent<\/u>. (a) This Agreement shall be
\nconstrued in accordance with and governed by the laws of the State of New York.\n<\/p>\n (b) Each party hereto hereby irrevocably and unconditionally submits, for
\nitself and its property, to the exclusive jurisdiction of the Supreme Court of
\nthe State of New York sitting in New York County and of the United States
\nDistrict Court of the Southern District of New York, and any appellate court
\nfrom any thereof, in any action or proceeding arising out of or relating to this
\nAgreement, or for recognition or enforcement of any judgment, and each of the
\nparties hereto hereby irrevocably and unconditionally agrees that all claims in
\nrespect of any such action or proceeding may be heard and determined in such New
\nYork State or, to the extent permitted by law, in such Federal court. Each of
\nthe parties hereto agrees that a final judgment in any such action or proceeding
\nshall be conclusive and may be enforced in other jurisdictions by suit on the
\njudgment or in any other manner provided by law. Nothing in this Agreement shall
\naffect any right that the Administrative Agent, any Issuing Bank or any Lender
\nmay otherwise have to bring any action or proceeding relating to this Agreement
\nagainst any Grantor or its respective properties in the courts of any
\njurisdiction.<\/p>\n (c) Each party hereto hereby irrevocably and unconditionally waives, to the
\nfullest extent it may legally and effectively do so, any objection that it may
\nnow or hereafter have to the laying of venue of any suit, action or proceeding
\narising out of or relating to this Agreement in any court referred to in
\nparagraph (b) of this Section. Each of the parties hereto hereby irrevocably
\nwaives, to the fullest extent permitted by law, the defense of an inconvenient
\nforum to the maintenance of such action or proceeding in any such court.<\/p>\n (d) Each party to this Agreement irrevocably consents to service of process
\nin the manner provided for notices in Section 5.01. Nothing in any Loan Document
\nwill affect the right of any party to this Agreement to serve process in any
\nother manner permitted by law.<\/p>\n (e) Each Grantor hereby irrevocably designates, appoints and empowers the
\nBorrower as its designee, appointee and agent to receive, accept and acknowledge
\nfor and on its behalf, and in respect of its property, service of any and all
\nlegal process, summons, notices and documents that may be served in any such
\naction or proceeding.<\/p>\n SECTION 5.10. WAIVER OF JURY TRIAL<\/u>. EACH PARTY HERETO HEREBY WAIVES,
\nTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
\nTRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
\nRELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
\nCONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
\nPARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
\nOTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
\nNOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
\nACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
\nINTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
\nCERTIFICATIONS IN THIS SECTION 5.10.<\/p>\n SECTION 5.11. Headings<\/u>. Article and Section headings and the Table of
\nContents used herein are for convenience of reference only, are not part of this
\nAgreement and shall not affect the construction of, or to be taken into
\nconsideration in interpreting, this Agreement.<\/p>\n -22-<\/p>\n
\nSECTION 5.12. Security Interest Absolute<\/u>. All rights of the
\nAdministrative Agent hereunder, the Security Interest, the grant of a security
\ninterest in the Pledged Collateral and all obligations of each Grantor hereunder
\nshall be absolute and unconditional irrespective of (a) any lack of validity or
\nenforceability of the Credit Agreement, any other Loan Document, any agreement
\nwith respect to any of the Secured Obligations or any other agreement or
\ninstrument relating to any of the foregoing, (b) any change in the time, manner
\nor place of payment of, or in any other term of, all or any of the Secured
\nObligations, or any other amendment or waiver of or any consent to any departure
\nfrom the Credit Agreement, any other Loan Document or any other agreement or
\ninstrument, (c) any exchange, release or non-perfection of any Lien on other
\ncollateral, or any release or amendment or waiver of or consent under or
\ndeparture from any guarantee securing or guaranteeing all or any of the Secured
\nObligations or (d) any other circumstance that might otherwise constitute a
\ndefense available to, or a discharge of, any Grantor in respect of the Secured
\nObligations or this Agreement.<\/p>\n SECTION 5.13. Termination or Release<\/u>. (a) This Agreement, the Security
\nInterest and all other security interests granted hereby shall terminate when
\n(i) all the Loan Document Obligations (including all LC Disbursements, if any,
\nbut excluding contingent obligations as to which no claim has been made) have
\nbeen paid in full in cash, (ii) all Commitments have terminated or expired and
\n(iii) the LC Exposure has been reduced to zero (including as a result of
\nobtaining the consent of the applicable Issuing Bank as described in Section
\n9.05 of the Credit Agreement) and the Issuing Banks have no further obligation
\nto issue or amend Letters of Credit under the Credit Agreement.<\/p>\n (b) The Security Interest and all other security interests granted hereby
\nshall also terminate and be released at the time or times and in the manner set
\nforth in Section 9.15 of the Credit Agreement.<\/p>\n (c) In connection with any termination or release pursuant to paragraph (a)
\nor (b) of this Section, the Administrative Agent shall execute and deliver to
\nany Loan Party, at such Loan Party153s expense, all documents that such Loan Party
\nshall reasonably request to evidence such termination or release so long as the
\napplicable Loan Party shall have provided the Administrative Agent such
\ncertifications or documents as the Administrative Agent shall reasonably request
\nin order to demonstrate compliance with this Section 5.13. Any execution and
\ndelivery of documents by the Administrative Agent pursuant to this Section shall
\nbe without recourse to or warranty by the Administrative Agent.<\/p>\n SECTION 5.14. Additional Subsidiaries<\/u>. The Grantors shall cause each
\nSubsidiary of the Borrower which, from time to time, after the date hereof shall
\nbe required to pledge any assets to the Collateral Agent for the benefit of the
\nSecured Parties pursuant to the Credit Agreement to (a) execute and deliver to
\nthe Collateral Agent a Supplement and (ii) a Perfection Certificate, in each
\ncase, within thirty (30) days of the date on which it was acquired, created or
\notherwise required to become a Grantor hereunder. Upon execution and delivery by
\nthe Administrative Agent and a Subsidiary of a Supplement, any such Subsidiary
\nshall become a Grantor hereunder with the same force and effect as if originally
\nnamed as such herein. The execution and delivery of any such instrument shall
\nnot require the consent of any other Grantor hereunder. The rights and
\nobligations of each Grantor hereunder shall remain in full force and effect
\nnotwithstanding the addition of any Subsidiary as a party to this Agreement.\n<\/p>\n -23-<\/p>\n
\nSECTION 5.15. Administrative Agent Appointed Attorney-in-Fact<\/u>. Each
\nGrantor hereby appoints the Administrative Agent the attorney-in-fact of such
\nGrantor for the purpose of carrying out the provisions of this Agreement and
\ntaking any action and executing any instrument that the Administrative Agent may
\ndeem necessary or advisable to accomplish the purposes hereof at any time after
\nand during the continuance of an Event of Default, which appointment is
\nirrevocable and coupled with an interest. Without limiting the generality of the
\nforegoing, the Administrative Agent shall have the right, but only upon the
\noccurrence and during the continuance of an Event of Default and notice by the
\nAdministrative Agent to the Borrower of its intent to exercise such rights, with
\nfull power of substitution either in the Administrative Agent153s name or in the
\nname of such Grantor (a) to receive, endorse, assign and\/or deliver any and all
\nnotes, acceptances, checks, drafts, money orders or other evidences of payment
\nrelating to the Collateral or any part thereof; (b) to demand, collect, receive
\npayment of, give receipt for and give discharges and releases of all or any of
\nthe Collateral; (c) to sign the name of any Grantor on any invoice or bill of
\nlading relating to any of the Collateral; (d) to send verifications of Accounts
\nReceivable to any Account Debtor; (e) to commence and prosecute any and all
\nsuits, actions or proceedings at law or in equity in any court of competent
\njurisdiction to collect or otherwise realize on all or any of the Collateral or
\nto enforce any rights in respect of any Collateral; (f) to settle, compromise,
\ncompound, adjust or defend any actions, suits or proceedings relating to all or
\nany of the Collateral; (g) to notify, or to require any Grantor to notify,
\nAccount Debtors to make payment directly to the Administrative Agent; and (h) to
\nuse, sell, assign, transfer, pledge, make any agreement with respect to or
\notherwise deal with all or any of the Collateral, and to do all other acts and
\nthings necessary to carry out the purposes of this Agreement, as fully and
\ncompletely as though the Administrative Agent were the absolute owner of the
\nCollateral for all purposes; provided<\/u> that nothing herein contained shall
\nbe construed as requiring or obligating the Administrative Agent to make any
\ncommitment or to make any inquiry as to the nature or sufficiency of any payment
\nreceived by the Administrative Agent, or to present or file any claim or notice,
\nor to take any action with respect to the Collateral or any part thereof or the
\nmoneys due or to become due in respect thereof or any property covered thereby.
\nThe Administrative Agent and the other Secured Parties shall be accountable only
\nfor amounts actually received as a result of the exercise of the powers granted
\nto them herein, and neither they nor their officers, directors, employees or
\nagents shall be responsible to any Grantor for any act or failure to act
\nhereunder, except for their own gross negligence or wilful misconduct or that of
\nany of their Affiliates, directors, officers, employees, counsel, agents or
\nattorneys-in-fact.<\/p>\n [Signature Pages Follow]<\/p>\n -24-<\/p>\n
\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
\nof the day and year first above written.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n IGLOO INTERMEDIATE CORPORATION,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ SEAN DELEHANTY<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name: Sean Delehanty<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title: Vice President and Secretary<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n IGLOO MERGER CORPORATION,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ SEAN DELEHANTY<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name: Sean Delehanty<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title: Vice President and Secretary<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n INTERACTIVE DATA CORPORATION,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By<\/p>\n<\/td>\n | <\/td>\n | \n \/s CHRISTINE SAMPSON<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name: Christine Sampson<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title: Treasurer<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n [STB TO PROVIDE SIGNATURE PAGES]<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n ESIGNAL, INC.<\/p>\n EXSHARE FINANCIAL INCORPORATED<\/p>\n GTIS CORPORATION<\/p>\n IDCO NOMINEES, INC.<\/p>\n INFOTEC HOLDINGS CORPORATION<\/p>\n INTERACTIVE DATA PRICING AND REFERENCE DATA, INC.<\/p>\n INTERACTIVE DATA REAL-TIME GROUP, INC.<\/p>\n INTERACTIVE DATA REAL-TIME SERVICES, INC.<\/p>\n INTERACTIVE DATA MANAGED SOLUTIONS, LLC<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By<\/p>\n<\/td>\n | <\/td>\n | \n \/s CHRISTINE SAMPSON<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name: Christine Sampson<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title: Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SIGNATURE PAGE TO COLLATERAL AGREEMENT<\/p>\n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n BANK OF AMERICA, N.A., as<\/p>\n Administrative Agent<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ DAVID STRICKERT<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name: David Strickert<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title: Senior Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SIGNATURE PAGE TO COLLATERAL AGREEMENT<\/p>\n
\nSchedule I to the<\/p>\n Collateral Agreement<\/p>\n GRANTORS<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Name<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n Jurisdiction of Formation<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n [To Come]<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nSchedule II to the<\/p>\n Collateral Agreement<\/p>\n PLEDGED EQUITY INTERESTS<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Issuer<\/p>\n<\/td>\n | <\/td>\n | \n Number of<\/p>\n Certificate<\/p>\n<\/td>\n | <\/td>\n | \n Number and<\/p>\n Class of<\/p>\n Equity Interests<\/p>\n<\/td>\n | <\/td>\n | \n Percentage<\/p>\n of Equity Interests<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n PLEDGED DEBT SECURITIES<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Issuer<\/p>\n<\/td>\n | <\/td>\n | \n Principal<\/p>\n Amount<\/p>\n<\/td>\n | <\/td>\n | \n Date of Note<\/p>\n<\/td>\n | <\/td>\n | \n Maturity Date<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nSchedule III to the<\/p>\n Collateral Agreement<\/p>\n INTELLECTUAL PROPERTY<\/p>\n COPYRIGHTS<\/p>\n Copyright Registrations <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Title<\/p>\n<\/td>\n | <\/td>\n | \n Reg. No.<\/p>\n<\/td>\n | <\/td>\n | \n Author<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Pending Copyright Applications for Registration <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Title<\/p>\n<\/td>\n | <\/td>\n | \n Reg. No.<\/p>\n<\/td>\n | <\/td>\n | \n Author<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n PATENTS<\/p>\n Patent Registrations <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Patent Numbers<\/p>\n<\/td>\n | <\/td>\n | \n Issue Date<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Patent Applications <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Patent Numbers<\/p>\n<\/td>\n | <\/td>\n | \n Issue Date<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nTRADEMARKS<\/p>\n Trademark Registrations <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Mark<\/p>\n<\/td>\n | <\/td>\n | \n Reg. Date<\/p>\n<\/td>\n | <\/td>\n | \n Reg. No.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Trademark Applications <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Mark<\/p>\n<\/td>\n | <\/td>\n | \n Reg. Date<\/p>\n<\/td>\n | <\/td>\n | \n Reg. No.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n LICENSES<\/p>\n I. Licenses\/Sublicensees of Grantors as Licensor on Date Hereof <\/em>\n<\/p>\nA. Copyrights <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Licensee Name
\nand Address<\/p>\n<\/td>\n | <\/td>\n | \n Date of License\/
\nSublicense<\/p>\n<\/td>\n | <\/td>\n | \n Title of
\nCopyright<\/p>\n<\/td>\n | <\/td>\n | \n Author<\/p>\n<\/td>\n | <\/td>\n | \n Reg. No.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n B. Patents <\/em><\/p>\nPatents <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Licensee Name
\nand Address<\/p>\n<\/td>\n | <\/td>\n | \n Date of License\/
\nSublicense<\/p>\n<\/td>\n | <\/td>\n | \n Issue Date<\/p>\n<\/td>\n | <\/td>\n | \n Patent No.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Patent Applications <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Licensee Name<\/p>\n and address<\/p>\n<\/td>\n | <\/td>\n | \n Date of License\/<\/p>\n Sublicense<\/p>\n<\/td>\n | <\/td>\n | \n Date Filed<\/p>\n<\/td>\n | <\/td>\n | \n Application No.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nC. Trademarks <\/em><\/p>\nTrademarks <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Licensee Name<\/p>\n and Address<\/p>\n<\/td>\n | <\/td>\n | \n Date of License\/<\/p>\n Sublicense<\/p>\n<\/td>\n | <\/td>\n | \n U.S. Mark<\/p>\n<\/td>\n | <\/td>\n | \n Reg. Date<\/p>\n<\/td>\n | <\/td>\n | \n Reg. No.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Trademark Applications <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Licensee Name<\/p>\n and Address<\/p>\n<\/td>\n | <\/td>\n | \n Date of License\/<\/p>\n Sublicense<\/p>\n<\/td>\n | <\/td>\n | \n U.S. Mark<\/p>\n<\/td>\n | <\/td>\n | \n Date Filed<\/p>\n<\/td>\n | <\/td>\n | \n Application<\/p>\n No.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n D. Others <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Licensee Name<\/p>\n and Address<\/p>\n<\/td>\n | <\/td>\n | \n Date of License\/<\/p>\n Sublicense<\/p>\n<\/td>\n | <\/td>\n | \n Subject<\/p>\n Matter<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n II. Licensees\/Sublicenses of Grantors as Licensee on Date Hereof <\/em>\n<\/p>\nA. Copyrights <\/em><\/p>\nCopyrights <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Licensor Name
\nand Address<\/p>\n<\/td>\n | <\/td>\n | \n Date of License\/
\nSublicense<\/p>\n<\/td>\n | <\/td>\n | \n Title of
\nCopyright<\/p>\n<\/td>\n | <\/td>\n | \n Author<\/p>\n<\/td>\n | <\/td>\n | \n Reg. No.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Licensor Name
\nand Address<\/p>\n<\/td>\n | <\/td>\n | \n Date of License\/
\nSublicense<\/p>\n<\/td>\n | <\/td>\n | \n Title of
\nCopyright<\/p>\n<\/td>\n | <\/td>\n | \n Author<\/p>\n<\/td>\n | <\/td>\n | \n Reg. No.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nB. Patents <\/em><\/p>\nPatents <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Licensor Name
\nand Address<\/p>\n<\/td>\n | <\/td>\n | \n Date of License\/
\nSublicense<\/p>\n<\/td>\n | <\/td>\n | \n Issue Date<\/p>\n<\/td>\n | <\/td>\n | \n Patent No.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Patent Applications <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Licensor Name<\/p>\n and address<\/p>\n<\/td>\n | <\/td>\n | \n Date of License\/<\/p>\n Sublicense<\/p>\n<\/td>\n | <\/td>\n | \n Date Filed<\/p>\n<\/td>\n | <\/td>\n | \n Application No.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n C. Trademarks <\/em><\/p>\nTrademarks <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Licensor Name<\/p>\n and Address<\/p>\n<\/td>\n | <\/td>\n | \n Date of License\/<\/p>\n Sublicense<\/p>\n<\/td>\n | <\/td>\n | \n U.S. Mark<\/p>\n<\/td>\n | <\/td>\n | \n Reg. Date<\/p>\n<\/td>\n | <\/td>\n | \n Reg. No.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Trademark Applications <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Licensor Name<\/p>\n and Address<\/p>\n<\/td>\n | <\/td>\n | \n Date of License\/<\/p>\n Sublicense<\/p>\n<\/td>\n | <\/td>\n | \n U.S. Mark<\/p>\n<\/td>\n | <\/td>\n | \n Date Filed<\/p>\n<\/td>\n | <\/td>\n | \n Application<\/p>\n No.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nD. Others <\/em><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Licensor Name<\/p>\n and Address<\/p>\n<\/td>\n | <\/td>\n | \n Date of License\/<\/p>\n Sublicense<\/p>\n<\/td>\n | <\/td>\n | \n Subject<\/p>\n Matter<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nSchedule IV to the<\/p>\n Collateral Agreement<\/p>\n COMMERCIAL TORT CLAIMS<\/p>\n
\nExhibit I to the<\/p>\n Collateral Agreement<\/p>\n SUPPLEMENT NO. dated as of , 20 <\/u>(this “Supplement<\/u>“), to the
\nCollateral Agreement dated as of July 29, 2010 (the “Collateral
\nAgreement<\/u>“), among IGLOO INTERMEDIATE CORPORATION, IGLOO MERGER CORPORATION,
\nINTERACTIVE DATA CORPORATION (the “Borrower<\/u>“), the other GRANTORS from
\ntime to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent
\n(in such capacity, the “Administrative Agent<\/u>“).<\/p>\n A. Reference is made to (a) the Credit Agreement dated as of July 29, 2010
\n(as amended, supplemented or otherwise modified from time to time, the
\n“Credit Agreement<\/u>“), among Igloo Intermediate Corporation, a Delaware
\ncorporation (“Holdings<\/u>“), Igloo Merger Corporation, a Delaware
\nCorporation, the Borrower, the Lenders party thereto and Bank of America, N.A.,
\nas Administrative Agent and (b) the Collateral Agreement.<\/p>\n B. Capitalized terms used herein and not otherwise defined herein shall have
\nthe meanings assigned to such terms in the Credit Agreement and the Collateral
\nAgreement, as applicable.<\/p>\n C. The Grantors have entered into the Collateral Agreement in order to induce
\nthe Lenders to make Loans and the Issuing Banks to issue Letters of Credit.
\nSection 5.14 of the Collateral Agreement provides that additional Subsidiaries
\nmay become Grantors under the Collateral Agreement by execution and delivery of
\nan instrument in the form of this Supplement. The undersigned Subsidiary (the
\n“New Subsidiary<\/u>“) is executing this Supplement in accordance with the
\nrequirements of the Credit Agreement to become a Grantor under the Collateral
\nAgreement in order to induce the Lenders to make additional Loans and the
\nIssuing Banks to issue additional Letters of Credit and as consideration for
\nLoans previously made and Letters of Credit previously issued.<\/p>\n Accordingly, the Administrative Agent and the New Subsidiary agree as
\nfollows:<\/p>\n SECTION 1. In accordance with Section 5.14 of the Collateral Agreement, the
\nNew Subsidiary by its signature below becomes a Grantor under the Collateral
\nAgreement with the same force and effect as if originally named therein as a
\nGrantor, and the New Subsidiary hereby (a) agrees to all the terms and
\nprovisions of the Collateral Agreement applicable to it as a Grantor thereunder
\nand (b) represents and warrants that the representations and warranties made by
\nit as a Grantor thereunder are true and correct on and as of the date hereof. In
\nfurtherance of the foregoing, the New Subsidiary, as security for the payment
\nand performance in full of the Secured Obligations (as defined in the Collateral
\nAgreement), does hereby create and grant to the Administrative Agent, its
\nsuccessors and assigns, for the benefit of the Secured Parties, a security
\ninterest in and lien on all of the New Subsidiary153s right, title and interest
\nin, to and under the Pledged Collateral and the Article 9 Collateral (as each
\nsuch term is defined in the Collateral Agreement). Each reference to a “Grantor”
\nin the Collateral Agreement shall be deemed to include the New Subsidiary. The
\nCollateral Agreement is hereby incorporated herein by reference.<\/p>\n SECTION 2. The New Subsidiary represents and warrants to the Administrative
\nAgent and the other Secured Parties that this Supplement has been duly
\nauthorized, executed and delivered by it and constitutes its legal, valid and
\nbinding obligation, enforceable against it in accordance with its terms, except
\nto the extent that enforceability of such obligations may be limited by
\napplicable bankruptcy, insolvency and other similar laws affecting creditors153
\nrights generally.<\/p>\n
\nSECTION 3. This Supplement may be executed in counterparts (and by different
\nparties hereto on different counterparts), each of which shall constitute an
\noriginal but all of which when taken together shall constitute a single
\ncontract. Delivery of an executed signature page to this Supplement by facsimile
\nor other electronic transmission shall be effective as delivery of a manually
\nsigned counterpart of this Supplement. This Supplement shall become effective as
\nto the New Subsidiary when a counterpart hereof executed on behalf of the New
\nSubsidiary shall have been delivered to the Administrative Agent and a
\ncounterpart hereof shall have been executed on behalf of the Administrative
\nAgent, and thereafter shall be binding upon the New Subsidiary and the
\nAdministrative Agent and their respective permitted successors and assigns, and
\nshall inure to the benefit of the New Subsidiary, the Administrative Agent and
\nthe other Secured Parties and their respective successors and assigns, except
\nthat the New Subsidiary shall not have the right to assign or transfer its
\nrights or obligations hereunder or any interest herein (and any such assignment
\nor transfer shall be void) except as expressly provided in this Supplement, the
\nCollateral Agreement and the Credit Agreement.<\/p>\n SECTION 4. The New Subsidiary hereby represents and warrants that (a) set
\nforth on Schedule I attached hereto is a schedule with the true and correct
\nlegal name of the New Subsidiary, its jurisdiction of formation and the location
\nof its chief executive office, (b) Schedule II sets forth a true and complete
\nlist, with respect to the New Subsidiary, of (i) all the Equity Interests owned
\nby the New Subsidiary in any Subsidiary and the percentage of the issued and
\noutstanding units of each class of the Equity Interests of the issuer thereof
\nrepresented by the Pledged Equity Interests owned by the New Subsidiary and (ii)
\nall the Pledged Debt Securities owned by the New Subsidiary and (c) Schedule III
\nattached hereto sets forth, as of the date hereof, (i) all of the New
\nSubsidiary153s Patents, including the name of the registered owner, type,
\nregistration or application number and the expiration date (if already
\nregistered) of each such Patent owned by the New Subsidiary, (ii) all of the New
\nSubsidiary153s Trademarks, including the name of the registered owner, the
\nregistration or application number and the expiration date (if already
\nregistered) of each such Trademark owned by the New Subsidiary, and (iii) all of
\nthe New Subsidiary153s Copyrights, including the name of the registered owner,
\ntitle and, if applicable, the registration number of each such Copyright owned
\nby the New Subsidiary, and (d) Schedule IV attached hereto sets forth, as of the
\ndate hereof, each Commercial Tort Claim in respect of which a complaint or
\ncounterclaim has been filed by the New Subsidiary seeking damages in an amount
\nof $5,000,000 or more.<\/p>\n SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement
\nshall remain in full force and effect.<\/p>\n SECTION 6. This Supplement shall be construed in accordance with and
\ngoverned by the laws of the State of New York. <\/strong><\/p>\nSECTION 7. Any provision of this Supplement held to be invalid, illegal or
\nunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
\nto the extent of such invalidity, illegality or unenforceability without
\naffecting the validity, legality and enforceability of the remaining provisions
\nhereof; and the invalidity of a particular provision in a particular
\njurisdiction shall not invalidate such provision in any other jurisdiction.<\/p>\n SECTION 8. All communications and notices hereunder shall be in writing and
\ngiven as provided in Section 5.01 of the Collateral Agreement.<\/p>\n SECTION 9. The New Subsidiary agrees to reimburse the Administrative Agent
\nfor its fees and expenses incurred hereunder and under the Collateral Agreement
\nas provided in Section 9.03(a) of the Credit Agreement; provided<\/u> that
\neach reference therein to the “Borrower” shall be deemed to be a reference to
\n“the New Subsidiary.”<\/p>\n -2-<\/p>\n
\nIN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly
\nexecuted this Supplement to the Collateral Agreement as of the day and year
\nfirst above written.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n [Name Of New Subsidiary],<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Legal Name:<\/p>\n Jurisdiction of Formation:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Location of Chief Executive Office:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n BANK OF AMERICA, N.A.,<\/p>\n as Administrative Agent<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SIGNATURE PAGE TO SUPPLEMENT TO COLLATERAL AGREEMENT<\/p>\n
\nSchedule I<\/p>\n to Supplement No. to the<\/p>\n Collateral Agreement<\/p>\n NEW SUBSIDIARY INFORMATION<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Name<\/p>\n<\/td>\n | <\/td>\n | \n Jurisdiction of Formation<\/p>\n<\/td>\n | <\/td>\n | \n Chief Executive Office<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nSchedule II<\/p>\n to Supplement No. to the<\/p>\n Collateral Agreement<\/p>\n PLEDGED EQUITY INTERESTS<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Issuer<\/p>\n<\/td>\n | <\/td>\n | \n Number of<\/p>\n Certificate<\/p>\n<\/td>\n | <\/td>\n | \n Number and<\/p>\n Class of<\/p>\n Equity Interests<\/p>\n<\/td>\n | <\/td>\n | \n Percentage<\/p>\n of Equity Interests<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n PLEDGED DEBT SECURITIES<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Grantor<\/p>\n<\/td>\n | <\/td>\n | \n Issuer<\/p>\n<\/td>\n | <\/td>\n | \n Principal<\/p>\n Amount<\/p>\n<\/td>\n | <\/td>\n | \n Date of Note<\/p>\n<\/td>\n | <\/td>\n | \n Maturity Date<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nSchedule III<\/p>\n to Supplement No. to the<\/p>\n Collateral Agreement<\/p>\n INTELLECTUAL PROPERTY<\/p>\n
\nSchedule IV<\/p>\n to Supplement No. to the<\/p>\n Collateral Agreement<\/p>\n COMMERCIAL TORT CLAIMS<\/p>\n
\nExhibit II to the<\/p>\n Collateral Agreement<\/p>\n COPYRIGHT SECURITY AGREEMENT dated as of [ -], 20[ -] (this
\n“Agreement<\/u>“), among [ -] (the “Grantor<\/u>“) and Bank of America, N.A.,
\nas administrative agent (in such capacity, the “Administrative Agent<\/u>“).\n<\/p>\n Reference is made to (a) the Credit Agreement dated as of July 29, 2010 (as
\namended, supplemented or otherwise modified from time to time, the “Credit
\nAgreement<\/u>“), among Interactive Data Corporation (the “Borrower<\/u>“),
\nIgloo Intermediate Corporation, Igloo Merger Corporation, the lenders from time
\nto time party thereto (the “Lenders<\/u>“) and the Administrative Agent and
\n(b) the Collateral Agreement dated as of July 29, 2010 (as amended, supplemented
\nor otherwise modified from time to time, the “Collateral Agreement<\/u>“),
\namong the Borrower, the other grantors from time to time party thereto and the
\nAdministrative Agent. The Lenders and the Issuing Banks have agreed to extend
\ncredit to the Borrower subject to the terms and conditions set forth in the
\nCredit Agreement. The Grantor is an Affiliate of the Borrower and is willing to
\nexecute and deliver this Agreement in order to induce the Lenders to make
\nadditional Loans and the Issuing Banks to issue additional Letters of Credit and
\nas consideration for Loans previously made and Letters of Credit previously
\nissued. Accordingly, the parties hereto agree as follows:<\/p>\n SECTION 1. Terms<\/u>. Capitalized terms used in this Agreement and not
\notherwise defined herein have the meanings specified in the Collateral Agreement
\nor the Credit Agreement, as applicable. The rules of construction specified in
\nSection 1.01(b) of the Collateral Agreement also apply to this Agreement.<\/p>\n SECTION 2. Grant of Security Interest<\/u>. As security for the payment or
\nperformance, as the case may be, in full of the Secured Obligations, the Grantor
\nhereby grants to the Administrative Agent, its successors and assigns, for the
\nbenefit of the Secured Parties, a security interest (the “Security
\nInterest<\/u>“) in all of such Grantor153s right, title and interest in, to and
\nunder any Copyrights now owned or at any time hereafter acquired by such
\nGrantor, including those listed on Schedule I, and any exclusive Copyright
\nLicenses under which such Grantor is a licensee, including those listed on
\nSchedule II (collectively, the “Copyright Collateral<\/u>“).<\/p>\n SECTION 3. Collateral Agreement<\/u>. The Security Interest granted to the
\nAdministrative Agent herein is granted in furtherance, and not in limitation, of
\nthe security interests granted to the Administrative Agent pursuant to the
\nCollateral Agreement. The Grantor hereby acknowledges and affirms that the
\nrights and remedies of the Administrative Agent with respect to the Copyright
\nCollateral are more fully set forth in the Collateral Agreement, the terms and
\nprovisions of which are hereby incorporated herein by reference as if fully set
\nforth herein. In the event of any conflict between the terms of this Agreement
\nand the Collateral Agreement, the terms of the Collateral Agreement shall
\ngovern.<\/p>\n SECTION 4. Counterparts<\/u>. This Agreement may be executed in
\ncounterparts (and by different parties hereto on different counterparts), each
\nof which shall constitute an original but all of which when taken together shall
\nconstitute a single contract. Delivery of an executed signature page to this
\nAgreement by facsimile or other electronic transmission shall be effective as
\ndelivery of a manually signed counterpart of this Agreement.<\/p>\n [Remainder of this page intentionally left blank]<\/p>\n
\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
\nof the day and year first above written.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n [ -],<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SIGNATURE PAGE TO COPYRIGHT SECURITY AGREEMENT<\/p>\n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n BANK OF AMERICA, N.A.,<\/p>\n<\/td>\n<\/tr>\n | \n| \n as Administrative Agent,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n -2-<\/p>\n
\nSchedule I<\/p>\n
\nSchedule II<\/p>\n
\nExhibit III to the<\/p>\n Collateral Agreement<\/p>\n PATENT SECURITY AGREEMENT dated as of [ -], 20[ -] (this “Agreement<\/u>“),
\namong [ -] (the “Grantor<\/u>“) and Bank of America, N.A., as administrative
\nagent (in such capacity, the “Administrative Agent<\/u>“).<\/p>\n Reference is made to (a) the Credit Agreement dated as of July 29, 2010 (as
\namended, supplemented or otherwise modified from time to time, the “Credit
\nAgreement<\/u>“), among Interactive Data Corporation (the “Borrower<\/u>“),
\nIgloo Intermediate Corporation, Igloo Merger Corporation, the lenders from time
\nto time party thereto (the “Lenders<\/u>“) and the Administrative Agent and
\n(b) the Collateral Agreement dated as of July 29, 2010 (as amended, supplemented
\nor otherwise modified from time to time, the “Collateral Agreement<\/u>“),
\namong the Borrower, the other grantors from time to time party thereto and the
\nAdministrative Agent. The Lenders and the Issuing Banks have agreed to extend
\ncredit to the Borrower subject to the terms and conditions set forth in the
\nCredit Agreement. The Grantor is an Affiliate of the Borrower and is willing to
\nexecute and deliver this Agreement in order to induce the Lenders to make
\nadditional Loans and the Issuing Banks to issue additional Letters of Credit and
\nas consideration for Loans previously made and Letters of Credit previously
\nissued. Accordingly, the parties hereto agree as follows:<\/p>\n SECTION 1. Terms<\/u>. Capitalized terms used in this Agreement and not
\notherwise defined herein have the meanings specified in the Collateral Agreement
\nor the Credit Agreement, as applicable. The rules of construction specified in
\nSection 1.01(b) of the Collateral Agreement also apply to this Agreement.<\/p>\n SECTION 2. Grant of Security Interest<\/u>. As security for the payment or
\nperformance, as the case may be, in full of the Secured Obligations, the Grantor
\nhereby grants to the Administrative Agent, its successors and assigns, for the
\nbenefit of the Secured Parties, a security interest (the “Security
\nInterest<\/u>“) in all of such Grantor153s right, title and interest in, to and
\nunder any Patents now owned or at any time hereafter acquired by such Grantor,
\nincluding those listed on Schedule I (the “Patent Collateral<\/u>“).<\/p>\n SECTION 3. Collateral Agreement<\/u>. The Security Interest granted to the
\nAdministrative Agent herein is granted in furtherance, and not in limitation, of
\nthe security interests granted to the Administrative Agent pursuant to the
\nCollateral Agreement. The Grantor hereby acknowledges and affirms that the
\nrights and remedies of the Administrative Agent with respect to the Patent
\nCollateral are more fully set forth in the Collateral Agreement, the terms and
\nprovisions of which are hereby incorporated herein by reference as if fully set
\nforth herein. In the event of any conflict between the terms of this Agreement
\nand the Collateral Agreement, the terms of the Collateral Agreement shall
\ngovern.<\/p>\n SECTION 4. Counterparts<\/u>. This Agreement may be executed in
\ncounterparts (and by different parties hereto on different counterparts), each
\nof which shall constitute an original but all of which when taken together shall
\nconstitute a single contract. Delivery of an executed signature page to this
\nAgreement by facsimile or other electronic transmission shall be effective as
\ndelivery of a manually signed counterpart of this Agreement.<\/p>\n [Remainder of this page intentionally left blank]<\/p>\n
\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
\nof the day and year first above written.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n [ -],<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SIGNATURE PAGE TO PATENT SECURITY AGREEMENT<\/p>\n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n BANK OF AMERICA, N.A.,<\/p>\n<\/td>\n<\/tr>\n | \n| \n as Administrative Agent,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n -2-<\/p>\n
\nSchedule I<\/p>\n
\nExhibit IV to the<\/p>\n Collateral Agreement<\/p>\n TRADEMARK SECURITY AGREEMENT dated as of [ -], 20[ -] (this
\n“Agreement<\/u>“), among [ -] (the “Grantor<\/u>“) and Bank of America, N.A.,
\nas administrative agent (in such capacity, the “Administrative Agent<\/u>“).\n<\/p>\n Reference is made to (a) the Credit Agreement dated as of July 29, 2010 (as
\namended, supplemented or otherwise modified from time to time, the “Credit
\nAgreement<\/u>“), among Interactive Data Corporation (the “Borrower<\/u>“),
\nIgloo Intermediate Corporation, Igloo Merger Corporation, the lenders from time
\nto time party thereto (the “Lenders<\/u>“) and the Administrative Agent and
\n(b) the Collateral Agreement dated as of July 29, 2010 (as amended, supplemented
\nor otherwise modified from time to time, the “Collateral Agreement<\/u>“),
\namong the Borrower, the other grantors from time to time party thereto and the
\nAdministrative Agent. The Lenders and the Issuing Banks have agreed to extend
\ncredit to the Borrower subject to the terms and conditions set forth in the
\nCredit Agreement. The Grantor is an Affiliate of the Borrower and is willing to
\nexecute and deliver this Agreement in order to induce the Lenders to make
\nadditional Loans and the Issuing Banks to issue additional Letters of Credit and
\nas consideration for Loans previously made and Letters of Credit previously
\nissued. Accordingly, the parties hereto agree as follows:<\/p>\n SECTION 1. Terms<\/u>. Capitalized terms used in this Agreement and not
\notherwise defined herein have the meanings specified in the Collateral Agreement
\nor the Credit Agreement, as applicable. The rules of construction specified in
\nSection 1.01(b) of the Collateral Agreement also apply to this Agreement.<\/p>\n SECTION 2. Grant of Security Interest<\/u>. As security for the payment or
\nperformance, as the case may be, in full of the Secured Obligations, the Grantor
\nhereby grants to the Administrative Agent, its successors and assigns, for the
\nbenefit of the Secured Parties, a security interest (the “Security
\nInterest<\/u>“) in all of such Grantor153s right, title and interest in, to and
\nunder any Trademarks now owned or at any time hereafter acquired by such
\nGrantor, including those listed on Schedule I (the “Trademark
\nCollateral<\/u>“).<\/p>\n SECTION 3. Collateral Agreement<\/u>. The Security Interest granted to the
\nAdministrative Agent herein is granted in furtherance, and not in limitation, of
\nthe security interests granted to the Administrative Agent pursuant to the
\nCollateral Agreement. The Grantor hereby acknowledges and affirms that the
\nrights and remedies of the Administrative Agent with respect to the Trademark
\nCollateral are more fully set forth in the Collateral Agreement, the terms and
\nprovisions of which are hereby incorporated herein by reference as if fully set
\nforth herein. In the event of any conflict between the terms of this Agreement
\nand the Collateral Agreement, the terms of the Collateral Agreement shall
\ngovern.<\/p>\n SECTION 4. Counterparts<\/u>. This Agreement may be executed in
\ncounterparts (and by different parties hereto on different counterparts), each
\nof which shall constitute an original but all of which when taken together shall
\nconstitute a single contract. Delivery of an executed signature page to this
\nAgreement by facsimile or other electronic transmission shall be effective as
\ndelivery of a manually signed counterpart of this Agreement.<\/p>\n [Remainder of this page intentionally left blank]<\/p>\n
\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
\nof the day and year first above written.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n [ -],<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT<\/p>\n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n BANK OF AMERICA, N.A., as<\/p>\n Administrative Agent,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT<\/p>\n
\nSchedule I<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7878],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9560,9570],"class_list":["post-40907","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-interactive-data-corp","corporate_contracts_industries-financial__securities","corporate_contracts_types-finance","corporate_contracts_types-finance__security"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40907","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40907"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40907"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40907"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40907"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |