Copyright Security Agreement<\/p>\n
COPYRIGHT SECURITY AGREEMENT dated as of July 29, 2010 (this
\n“Agreement<\/u>“), between Interactive Data Corporation (the
\n“Grantor<\/u>“) and Bank of America, N.A., as administrative agent (in such
\ncapacity, 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 willing to execute and deliver this Agreement
\nin order to induce the Lenders to make additional Loans and the Issuing Banks to
\nissue additional Letters of Credit and as consideration for Loans previously
\nmade and Letters of Credit previously issued. Accordingly, the parties hereto
\nagree 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 the Grantor153s right, title and interest in, to and
\nunder any Copyrights now owned or at any time hereafter acquired by the Grantor,
\nincluding those listed on Schedule I, and any exclusive Copyright Licenses under
\nwhich such Grantors are a licensee, including those listed on Schedule II
\n(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
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
\nof the day and year first above written.<\/p>\n
| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | |||||||||||||||
| \n INTERACTIVE DATA CORPORATION,<\/p>\n<\/td>\n<\/tr>\n | |||||||||||||||||
| <\/td>\n | <\/td>\n<\/tr>\n | ||||||||||||||||
| \n By<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ CHRISTINE SAMPSON<\/p>\n<\/td>\n<\/tr>\n | |||||||||||||||
| <\/td>\n | <\/td>\n | \n Name: Christine Sampson<\/p>\n<\/td>\n<\/tr>\n | |||||||||||||||
| <\/td>\n | <\/td>\n | \n Title: Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n -2-<\/p>\n \n
|