{"id":41208,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/pledge-and-security-agreement-for-credit-agreement-jds.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"pledge-and-security-agreement-for-credit-agreement-jds","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/pledge-and-security-agreement-for-credit-agreement-jds.html","title":{"rendered":"Pledge and Security Agreement – for Credit Agreement – JDS Uniphase Corp."},"content":{"rendered":"

PLEDGE AND SECURITY AGREEMENT <\/strong><\/p>\n

THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated,
\nsupplemented or otherwise modified from time to time, this “Security
\nAgreement<\/u>“) is entered into as of January 20, 2012 by and among JDS UNIPHASE
\nCORPORATION, a Delaware corporation (the “Borrower<\/u>“), the Subsidiaries of
\nthe Borrower listed on the signature pages hereto (together with the Borrower,
\nthe “Initial Grantors<\/u>,” and together with any additional Subsidiaries,
\nwhether now existing or hereafter formed or acquired which become parties to
\nthis Security Agreement from time to time, in accordance with the terms of the
\nCredit Agreement (as defined below), by executing a Supplement hereto in
\nsubstantially the form of Annex I<\/u>, the “Grantors<\/u>“), and JPMORGAN
\nCHASE BANK, N.A., a national banking association, in its capacity as
\nadministrative agent (the “Administrative Agent<\/u>“) for itself and for the
\nSecured Parties (as defined in the Credit Agreement identified below). For the
\navoidance of doubt, no Foreign Subsidiary shall be a Grantor.<\/p>\n

PRELIMINARY STATEMENT<\/p>\n

The Borrower, the Administrative Agent and the Lenders are entering into a
\nCredit Agreement dated as of the date hereof (as the same may be amended,
\nrestated, supplemented or otherwise modified from time to time, the “Credit
\nAgreement<\/u>“). The Grantors are entering into this Security Agreement in order
\nto induce the Lenders to enter into and extend credit to the Borrower under the
\nCredit Agreement and each of the Grantors (other than the Borrower) is a
\nSubsidiary of the Borrower and will derive a direct or indirect benefit from the
\nextensions of credit made by the Lenders to the Borrower under the Credit
\nAgreement.<\/p>\n

ACCORDINGLY, the Grantors and the Administrative Agent, on behalf of the
\nSecured Parties, hereby agree as follows:<\/p>\n

ARTICLE I<\/p>\n

DEFINITIONS<\/p>\n

1.1. Terms Defined in the Credit Agreement<\/u>. All capitalized terms used
\nherein and not otherwise defined shall have the meanings assigned to such terms
\nin the Credit Agreement.<\/p>\n

1.2. Terms Defined in UCC<\/u>. Terms defined in the UCC which are not
\notherwise defined in this Security Agreement are used herein as defined in the
\nUCC.<\/p>\n

[***] A PORTION OF THIS EXHIBIT HAS BEEN OMITTED AND CONFIDENTIAL TREATMENT
\nHAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES
\nAND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT
\nOF 1934, AS AMENDED.<\/p>\n

\n

1.3. Definitions of Certain Terms Used Herein<\/u>. As used in this
\nSecurity Agreement, in addition to the terms defined in the Preliminary
\nStatement, the following terms shall have the following meanings:<\/p>\n

“Accounts<\/u>” shall have the meaning set forth in Article 9 of the UCC.\n<\/p>\n

“Article<\/u>” means a numbered article of this Security Agreement, unless
\nanother document is specifically referenced.<\/p>\n

“Chattel Paper<\/u>” shall have the meaning set forth in Article 9 of the
\nUCC.<\/p>\n

“Collateral<\/u>” means all Accounts, Chattel Paper, Commercial Tort
\nClaims, Copyrights, Deposit Accounts, Documents, Equipment, Farm Products,
\nGeneral Intangibles, Goods, Instruments, Inventory, Investment Property, letters
\nof credit, Letter-of-Credit Rights, Licenses, Patents, Supporting Obligations,
\nTrademarks and Other Collateral, wherever located, in which any Grantor now has
\nor hereafter acquires any right or interest, and the proceeds (including Stock
\nRights), insurance proceeds and products thereof, together with all books and
\nrecords, customer lists, credit files, computer files, programs, printouts and
\nother computer materials and records related thereto; provided<\/u> that
\nCollateral shall exclude all Excluded Assets and shall be subject to the
\nlimitations contained in Article II of this Security Agreement.<\/p>\n

“Commercial Tort Claims<\/u>” means commercial tort claims, as defined in
\nthe UCC of any Grantor, including each commercial tort claim specifically
\ndescribed in Exhibit “E”<\/u>.<\/p>\n

“Control<\/u>” shall have the meaning set forth in Article 8 or, if
\napplicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.\n<\/p>\n

“Controlled Deposit Account<\/u>” means a Deposit Account designated as a
\n“Controlled Deposit Account” on Exhibit “G” hereto, which shall at all times
\ncontain funds necessary to comply with the requirements of Section
\n5.09(c)<\/u> of the Credit Agreement.<\/p>\n

“Controlled Securities Account<\/u>” means a Securities Account designated
\nas a “Controlled Securities Account” on Exhibit “G” hereto, which shall at all
\ntimes contain funds necessary to comply with the requirements of Section
\n5.09(c)<\/u> of the Credit Agreement.<\/p>\n

“Copyrights<\/u>” means, with respect to any Person, all of such Person153s
\nright, title, and interest in and to the following: (a) all copyrights, rights
\nand interests in copyrights, works protectable by copyright, copyright
\nregistrations, and copyright applications; (b) all renewals of any of the
\nforegoing; (c) all income, royalties, damages, and payments now or hereafter due
\nand\/or payable under any of the foregoing, including, without limitation,
\ndamages or payments for past or future infringements for any of the foregoing;
\n(d) the right to sue for past, present, and future infringements of any of the
\nforegoing; and (e) all rights corresponding to any of the foregoing throughout
\nthe world.<\/p>\n

“Default<\/u>” means an event described in Section 5.1<\/u> hereof.<\/p>\n

“Deposit Account Control Agreement<\/u>” means an agreement, in form and
\nsubstance reasonably satisfactory to the Administrative Agent and each relevant
\nGrantor, among any Grantor, a banking institution holding such Grantor153s funds,
\nand the Administrative Agent with respect to collection and Control of all
\ndeposits and balances held in a Controlled Deposit Account maintained by such
\nGrantor with such banking institution.<\/p>\n

2<\/p>\n

\n

“Deposit Accounts<\/u>” shall have the meaning set forth in Article 9 of
\nthe UCC.<\/p>\n

“Documents<\/u>” shall have the meaning set forth in Article 9 of the UCC.\n<\/p>\n

“Domestic Subsidiary<\/u>” shall have the meaning set forth in the Credit
\nAgreement.<\/p>\n

“Equipment<\/u>” shall have the meaning set forth in Article 9 of the UCC.\n<\/p>\n

“Excluded Assets<\/u>” shall have the meaning set forth in the Credit
\nAgreement.<\/p>\n

“Exhibit<\/u>” refers to a specific exhibit to this Security Agreement,
\nunless another document is specifically referenced.<\/p>\n

“Farm Products<\/u>” shall have the meaning set forth in Article 9 of the
\nUCC.<\/p>\n

“Financial Officer<\/u>” when used, in respect of any Grantor, means the
\nchief financial officer, principal accounting officer, treasurer or controller
\nof such Grantor or of the Borrower.<\/p>\n

“General Intangibles<\/u>” shall have the meaning set forth in Article 9 of
\nthe UCC.<\/p>\n

“Goods<\/u>” shall have the meaning set forth in Article 9 of the UCC.<\/p>\n

“Instruments<\/u>” shall have the meaning set forth in Article 9 of the
\nUCC.<\/p>\n

“Intellectual Property<\/u>” means all Patents, Trademarks, Copyrights and
\nany other intellectual property.<\/p>\n

“Inventory<\/u>” shall have the meaning set forth in Article 9 of the UCC.\n<\/p>\n

“Investment Property<\/u>” shall have the meaning set forth in Article 9 of
\nthe UCC.<\/p>\n

“knowledge<\/u>” when used, in respect of any Grantor, means knowledge of a
\nResponsible Officer of such Grantor.<\/p>\n

“Letter of Credit Rights<\/u>” shall have the meaning set forth in Article
\n9 of the UCC.<\/p>\n

“Licenses<\/u>” means, with respect to any Person, all of such Person153s
\nright, title, and interest in and to (a) any and all licensing agreements or
\nsimilar arrangements in and to its Patents, Copyrights, or Trademarks, (b) all
\nincome, royalties, damages, claims, and payments now or hereafter due or payable
\nunder and with respect thereto, including, without limitation, damages and
\npayments for past and future breaches thereof, and (c) all rights to sue for
\npast, present, and future breaches thereof.<\/p>\n

“Material Registered Copyrights<\/u>” means any registered Copyright which
\nis material to the business of the Borrower and its Subsidiaries, taken as a
\nwhole, as determined by the Grantors in their commercially reasonable judgment.\n<\/p>\n

“Material Domestic Subsidiary<\/u>” shall have the meaning set forth in the
\nCredit Agreement.<\/p>\n

“Other Collateral<\/u>” means, subject to the limitations contained in
\nArticle II of this Security Agreement, any property of the Grantors, not
\nincluded within the defined terms Accounts, Chattel Paper, Commercial Tort
\nClaims, Copyrights, Deposit Accounts, Documents, Equipment, Farm Products,
\nGeneral Intangibles, Goods, Instruments, Inventory, Investment Property,
\nLetter-of-Credit Rights,<\/p>\n

3<\/p>\n

\n

Licenses, Patents, Supporting Obligations and Trademarks, including, without
\nlimitation, all cash on hand, letters of credit, Stock Rights or any other
\ndeposits (general or special, time or demand, provisional or final) with any
\nbank or other financial institution, it being intended that the Other Collateral
\ninclude all personal property of the Grantors, provided<\/u> that Other
\nCollateral shall exclude all Excluded Assets and shall be subject to the
\nlimitations contained in Article II of this Security Agreement.<\/p>\n

“Patents<\/u>” means, with respect to any Person, all of such Person153s
\nright, title, and interest in and to: (a) any and all patents and patent
\napplications; (b) all inventions and improvements described and claimed therein;
\n(c) all reissues, divisions, continuations, renewals, extensions, and
\ncontinuations-in-part thereof; (d) all income, royalties, damages, claims, and
\npayments now or hereafter due or payable under and with respect thereto,
\nincluding, without limitation, damages and payments for past and future
\ninfringements thereof; (e) all rights to sue for past, present, and future
\ninfringements thereof; and (f) all rights corresponding to any of the foregoing
\nthroughout the world.<\/p>\n

“Payment Event of Default or Acceleration Event<\/u>” means the occurrence
\nof (i) an Event of Default (as defined in the Credit Agreement) under clauses
\n(a) or (b) of Article VII<\/u> of the Credit Agreement or (ii) the termination
\nof the Commitments and the Loans and other Obligations becoming due and payable
\npursuant to Article VII<\/u> of the Credit Agreement.<\/p>\n

“Pledge Subsidiary<\/u>” shall have the meaning set forth in the Credit
\nAgreement.<\/p>\n

“Pledged Collateral<\/u>” means all Instruments, Securities and other
\nInvestment Property of the Grantors that constitute Collateral in accordance
\nwith Article II, whether or not physically delivered to the Administrative Agent
\npursuant to this Security Agreement.<\/p>\n

“Receivables<\/u>” means the Accounts, Chattel Paper, Documents, Investment
\nProperty, or Instruments, and any other rights or claims to receive money which
\nare General Intangibles or which are otherwise included as Collateral.<\/p>\n

“Related Parties<\/u>” means, with respect to any specified Person, such
\nPerson153s Affiliates and the respective directors, officers, employees, agents
\nand advisors of such Person and such Person153s Affiliates.<\/p>\n

“Responsible Officer<\/u>” when used, in respect of any Grantor, means the
\nchief executive officer, president, chief financial officer, treasurer, other
\nFinancial Officer or general counsel of such Grantor or of the Borrower.<\/p>\n

“Section<\/u>” means a numbered section of this Security Agreement, unless
\nanother document is specifically referenced.<\/p>\n

“Security<\/u>” shall have the meaning set forth in Article 8 of the UCC.\n<\/p>\n

“Securities Account<\/u>” has the meaning set forth in Article 8 of the
\nUCC.<\/p>\n

“Securities Account Control Agreement<\/u>” means an agreement, in form and
\nsubstance reasonably satisfactory to the Administrative Agent and each relevant
\nGrantor, among any Grantor, a securities intermediary holding such Grantor153s
\ninvestments, and the Administrative Agent with respect to collection and Control
\nof all investments held in a Controlled Securities Account maintained by such
\nGrantor with such securities intermediary.<\/p>\n

4<\/p>\n

\n

“Stock Rights<\/u>” means any securities, dividends, instruments or other
\ndistributions and any other right or property which any Grantor shall receive or
\nshall become entitled to receive for any reason whatsoever with respect to, in
\nsubstitution for or in exchange for any Equity Interest constituting Collateral,
\nany right to receive an Equity Interest and any right to receive earnings, in
\nwhich any Grantor now has or hereafter acquires any right, issued by an issuer
\nof such securities.<\/p>\n

“Supporting Obligation<\/u>” shall have the meaning set forth in Article 9
\nof the UCC.<\/p>\n

“Trademarks<\/u>” means, with respect to any Person, all of such Person153s
\nright, title, and interest in and to the following: (a) all trademarks
\n(including service marks), trade names, trade dress, and trade styles and the
\nregistrations and applications for registration thereof and the goodwill of the
\nbusiness symbolized by the foregoing; (b) all renewals of the foregoing; (c) all
\nincome, royalties, damages, and payments now or hereafter due or payable with
\nrespect thereto, including, without limitation, damages, claims, and payments
\nfor past and future infringements thereof; (d) all rights to sue for past,
\npresent, and future infringements of the foregoing, including the right to
\nsettle suits involving claims and demands for royalties owing; and (e) all
\nrights corresponding to any of the foregoing throughout the world.<\/p>\n

“Voting Power<\/u>” means with respect to any share of Voting Stock, the
\nnumber of votes that the holder of such share may cast in an election of members
\nof the Board of Directors (or analogous governing body) of the issuer of such
\nshare.<\/p>\n

The foregoing definitions shall be equally applicable to both the singular
\nand plural forms of the defined terms.<\/p>\n

ARTICLE II<\/p>\n

GRANT OF SECURITY INTEREST<\/p>\n

Each of the Grantors hereby pledges, collaterally assigns and grants to the
\nAdministrative Agent, on behalf of and for the benefit of the Secured Parties, a
\nsecurity interest in all of such Grantor153s right, title and interest, whether
\nnow owned or hereafter acquired, in and to the Collateral to secure the prompt
\nand complete payment and performance of the Secured Obligations; provided<\/u>
\nthat, notwithstanding anything to the contrary contained in this Article II, (i)
\nthe security interest created by this Security Agreement shall not extend to,
\nand the term “Collateral” shall not include, any Excluded Assets or any Equity
\nInterest in any Subsidiary that is not a Domestic Subsidiary or a First-Tier
\nForeign Subsidiary, (ii) the amount of Equity Interests in any First-Tier
\nForeign Subsidiary pledged or required to be pledged to the Administrative Agent
\nhereunder or under any other Collateral Document shall be automatically limited
\nto the Voting Stock of such First-Tier Foreign Subsidiary that is also a Pledge
\nSubsidiary representing not more than 65% (or, in the case of Acterna France
\nSAS, 14.52%) of the total Voting Power of all outstanding Voting Stock of such
\nFirst-Tier Foreign Subsidiary (and the term “Collateral” shall not include any
\nother Equity Interests of such First-Tier Foreign Subsidiary) and (iii) the
\nEquity Interests of a Domestic Subsidiary will not be pledged or required to be
\npledged to the Administrative Agent hereunder or under any other Collateral
\nDocument unless such Domestic Subsidiary is a Material Domestic Subsidiary (and
\nthe term “Collateral” shall not include the Equity Interests of any Domestic
\nSubsidiary that is not a Material Domestic Subsidiary). For the avoidance of
\ndoubt, the grant of a security interest herein shall not be deemed to be an
\nassignment of intellectual property rights owned by the Grantors. In addition,
\nfor the avoidance of doubt, (a) it is understood and agreed that neither the
\nBorrower nor any Subsidiary will be required to (i) obtain bailee or landlord
\nwaivers in respect of any location where Inventory is stored or (ii) record with
\nthe United States Patent and Trademark Office (or any analogous domestic or
\nforeign agency or office) any security interest in any Patent or Trademark and
\n(b) no Equity Interest whatsoever in any Subsidiary may be pledged unless such
\nSubsidiary is a Domestic Subsidiary or a First-Tier Foreign Subsidiary.<\/p>\n

5<\/p>\n

\n

ARTICLE III<\/p>\n

REPRESENTATIONS AND WARRANTIES<\/p>\n

Each of the Initial Grantors represents and warrants to the Administrative
\nAgent and the Secured Parties, and each Grantor that becomes a party to this
\nSecurity Agreement pursuant to the execution of a Security Agreement Supplement
\nin substantially the form of Annex I<\/u> represents and warrants (after
\ngiving effect to supplements to each of the Exhibits hereto with respect to such
\nsubsequent Grantor as attached to such Security Agreement Supplement), that:\n<\/p>\n

3.1. Title, Authorization, Validity and Enforceability<\/u>. Such Grantor
\nhas marketable title to the Collateral owned by it that is material to its
\nbusiness, except for minor defects in title that do not interfere in any
\nmaterial respect with such Grantor153s ability to conduct its business as
\ncurrently conducted or to utilize such Collateral owned by it for its intended
\npurposes, and has the power to transfer the Collateral to which it has purported
\nto grant a security interest hereunder, free and clear of all Liens except for
\nLiens permitted under Section 6.02<\/u> of the Credit Agreement, and has full
\ncorporate, limited liability company or partnership, as applicable, power and
\nauthority to grant to the Administrative Agent the security interest in such
\nCollateral pursuant hereto. The execution and delivery by such Grantor of this
\nSecurity Agreement have been duly authorized by proper corporate, limited
\nliability company, limited partnership or partnership, as applicable,
\nproceedings, and this Security Agreement constitutes a legal, valid and binding
\nobligation of such Grantor and creates a security interest which is enforceable
\nagainst such Grantor in all Collateral in accordance with the terms hereof,
\nexcept as enforceability may be limited by (i) bankruptcy, insolvency,
\nfraudulent conveyance, reorganization or similar laws relating to or affecting
\nthe enforcement of creditors153 rights generally, (ii) general equitable
\nprinciples (whether considered in a proceeding in equity or at law), and (iii)
\nrequirements of reasonableness, good faith and fair dealing. When financing
\nstatements have been properly filed in the appropriate offices against such
\nGrantor in the locations listed in Exhibit “D”<\/u> in accordance with
\nSection 4.1.4<\/u> hereof, the Administrative Agent will have a fully
\nperfected first priority security interest in the Collateral owned by such
\nGrantor in which a security interest may be perfected by filing of a financing
\nstatement under the UCC, subject only to Liens permitted under Section
\n6.02<\/u> of the Credit Agreement.<\/p>\n

3.2. Conflicting Laws and Contracts<\/u>. Neither the execution and
\ndelivery by such Grantor of this Security Agreement, the creation and perfection
\nof the security interest in the Collateral granted hereunder, nor compliance
\nwith the terms and provisions hereof will violate (i) any applicable law, rule,
\nregulation, order, writ, judgment, injunction, decree or award binding on such
\nGrantor, or (ii) such Grantor153s charter, articles or certificate of
\nincorporation, partnership agreement or by-laws (or similar constitutive
\ndocuments), or (iii) the provisions of any material indenture, material
\ninstrument or material agreement to which such Grantor is a party or is subject,
\nor conflict with or constitute a default thereunder, or result in or require the
\ncreation or imposition of any Lien in, of, or on the property of such Grantor
\npursuant to the terms of any such indenture, instrument or agreement (other than
\nany Lien of the Administrative Agent on behalf of the Secured Parties and other
\nLiens permitted under Section 6.02<\/u> of the Credit Agreement).<\/p>\n

3.3. Principal Location<\/u>. Such Grantor153s principal place of business
\n(if it has only one) and its chief executive office (if different than its
\nprincipal place of business) are disclosed in Exhibit “A”<\/u>; such Grantor
\nhas no other principal place of business or chief executive office except those
\nset forth in Exhibit “A”<\/u>.<\/p>\n

3.4. Property Locations<\/u>. The Inventory and Equipment of each Grantor ,
\nand the location of such Inventory and Equipment, is properly recorded on the
\ninternal books and records of the Borrower.<\/p>\n

6<\/p>\n

\n

3.5. No Other Names; Etc.<\/u>. Within the five-year period ending as of
\nthe date such Person becomes a Grantor hereunder, such Grantor has not conducted
\nbusiness under any name, changed its jurisdiction of formation, merged with or
\ninto or consolidated with any other Person, except as disclosed in Exhibit
\n“A”<\/u>. The name in which such Grantor has executed this Security Agreement is
\nthe exact name as it appears in such Grantor153s organizational documents, as
\namended, as filed with such Grantor153s jurisdiction of organization as of the
\ndate such Person becomes a Grantor hereunder.<\/p>\n

3.6. No Default<\/u>. No Default (as defined herein) has occurred and is
\ncontinuing.<\/p>\n

3.7. Accounts and Chattel Paper<\/u>. To such Grantor153s knowledge, except
\nas disclosed to the Administrative Agent, the names of the obligors, amounts
\nowing, due dates and other information with respect to the Accounts and Chattel
\nPaper owned by such Grantor are correctly stated in all material respects in all
\nrecords of such Grantor relating thereto and in all invoices and reports with
\nrespect thereto furnished to the Administrative Agent by such Grantor from time
\nto time.<\/p>\n

3.8. Filing Requirements<\/u>. None of the Collateral owned by such Grantor
\nis of a type for which security interests or liens may be perfected by filing
\nunder any federal statute except for Patents, Trademarks and Copyrights held by
\nsuch Grantor and, in the case of Material Registered Copyrights, described in
\nExhibit “B”<\/u>.<\/p>\n

3.9. No Financing Statements, Security Agreements<\/u>. No financing
\nstatement or security agreement describing all or any portion of the Collateral
\nwhich has not lapsed or been terminated naming such Grantor as debtor has been
\nfiled or is of record in any jurisdiction except financing statements (i) naming
\nthe Administrative Agent on behalf of the Secured Parties as the secured party
\nand (ii) in respect of Liens permitted by Section 6.02 of the Credit Agreement;
\nprovided<\/u>, that nothing herein shall be deemed to constitute an agreement
\nto subordinate any of the Liens of the Administrative Agent under the Loan
\nDocuments to any Liens otherwise permitted under Section 6.02 of the Credit
\nAgreement.<\/p>\n

3.10. Federal Employer Identification Number; State Organization Number;
\nJurisdiction of Organization<\/u>. Such Grantor153s federal employer identification
\nnumber is, and if such Grantor is a registered organization, such Grantor153s
\nState of organization, type of organization and State of organization
\nidentification number are, listed in Exhibit “F”<\/u>.<\/p>\n

3.11. Pledged Securities and Other Investment Property<\/u>. Exhibit
\n“C<\/u>” sets forth a complete and accurate list of the Instruments, Securities
\nand other Investment Property constituting Pledged Collateral and delivered to
\nthe Administrative Agent; provided<\/u> that, for the avoidance of doubt, with
\nrespect to the Equity Interests of the Subsidiaries, only the Pledged Collateral
\nin the form of Equity Interests in Subsidiaries that constitute Collateral in
\naccordance with Article II hereof will be delivered to the Administrative Agent
\nand no Equity Interests in any other Persons shall be so delivered;
\nprovided<\/u> further that the Equity Interests of the First-Tier Foreign
\nSubsidiaries required to be delivered hereunder may be delivered after the
\nClosing Date in accordance with Section 5.09<\/u> of the Credit Agreement.
\nEach Grantor is the direct and beneficial owner of each Instrument, Security and
\nother type of Investment Property listed in Exhibit “C”<\/u> as being owned by
\nit, free and clear of any Liens, except for the security interest granted to the
\nAdministrative Agent for the benefit of the Secured Parties hereunder or as
\npermitted by Section 6.02 of the Credit Agreement. Each Grantor further
\nrepresents and warrants that (i) all Pledged Collateral owned by it constituting
\nan Equity Interest has been (to the extent such concepts are relevant with
\nrespect to such Pledged Collateral) duly authorized and validly issued, are
\nfully paid and non-assessable and constitute the percentage of the issued and
\noutstanding shares of stock (or other Equity Interests) of the respective
\nissuers thereof indicated in Exhibit “C”<\/u> hereto, (ii) with respect to any
\ncertificates to be delivered to the Administrative Agent pursuant to this
\nSection 3.11 representing an Equity Interest, either such certificates are
\nSecurities as defined in Article 8 of the UCC of the applicable<\/p>\n

7<\/p>\n

\n

jurisdiction as a result of actions by the issuer or otherwise, or, if such
\ncertificates are not Securities, such Grantor has so informed the Administrative
\nAgent so that the Administrative Agent may take steps to perfect its security
\ninterest therein as a General Intangible and (iii) to the extent such Pledged
\nCollateral is held by a securities intermediary in a Controlled Securities
\nAccount, such account shall be covered by a Securities Account Control Agreement
\nto the extent required by Section 5.09(c)<\/u> of the Credit Agreement.<\/p>\n

3.12. Intellectual Property<\/u>.<\/p>\n

3.12.1 Exhibit “B”<\/u> contains a complete and accurate listing as of the
\nEffective Date of all Material Registered Copyrights of each of the Grantors.
\nAll of the U.S. registrations, applications for registration or applications for
\nissuance of the Material Registered Copyrights are valid and subsisting, in good
\nstanding and are recorded or in the process of being recorded in the name of the
\napplicable Grantor.<\/p>\n

3.12.2 To the knowledge of each Grantor, such Grantor has taken or caused to
\nbe taken reasonable steps so that none of its Intellectual Property, the value
\nof which to the Grantors are contingent upon maintenance of the confidentiality
\nthereof, have been disclosed by such Grantor to any Person other than employees,
\ncontractors, customers, representatives and agents of the Grantors who are
\nparties to customary confidentiality and nondisclosure agreements with the
\nGrantors, except as could not be reasonably expected to result in a Material
\nAdverse Effect.<\/p>\n

3.13. Controlled Deposit Accounts and Controlled Securities Accounts<\/u>.
\nAll of such Grantor153s Controlled Deposit Accounts and Controlled Securities
\nAccounts are listed on Exhibit “G”<\/u>.<\/p>\n

ARTICLE IV<\/p>\n

COVENANTS<\/p>\n

From the date of this Security Agreement and thereafter until this Security
\nAgreement is terminated, each of the Initial Grantors agrees, and from and after
\nthe effective date of any Security Agreement Supplement applicable to any
\nGrantor (and after giving effect to supplements to each of the Exhibits hereto
\nwith respect to such subsequent Grantor as attached to such Security Agreement
\nSupplement) and thereafter until this Security Agreement is terminated each such
\nsubsequent Grantor agrees:<\/p>\n

4.1. General<\/u>.<\/p>\n

4.1.1 Inspection<\/u>. Each Grantor will permit the Administrative Agent or
\nany Secured Party, by its representatives and agents to inspect the Collateral
\nin the manner set forth in Section 5.06<\/u> of the Credit Agreement as if it
\nwas a party thereto.<\/p>\n

4.1.2 Taxes<\/u>. Such Grantor will comply with Section 5.04<\/u> of the
\nCredit Agreement as if it was a party thereto.<\/p>\n

4.1.3 Records and Reports; Notification of Default<\/u>. Each Grantor will
\ncomply with Section 5.06<\/u> of the Credit Agreement as if it was a party
\nthereto.<\/p>\n

4.1.4 Financing Statements and Other Actions; Defense of Title<\/u>. Each
\nGrantor hereby authorizes the Administrative Agent to file, and if requested
\nwill execute and deliver to the Administrative Agent, all financing statements
\ndescribing the Collateral owned by such Grantor and other documents and take
\nsuch other actions as may from time to time reasonably be<\/p>\n

8<\/p>\n

\n

requested by the Administrative Agent in order to maintain a first priority,
\nperfected security interest in and, if applicable, Control of, the Collateral
\nowned by such Grantor, subject to Liens permitted under Section 6.02 of the
\nCredit Agreement, provided that nothing herein shall be deemed to constitute an
\nagreement to subordinate any of the Liens of the Administrative Agent under the
\nLoan Documents to any Liens otherwise permitted under Section 6.02 of the Credit
\nAgreement. Such financing statements may describe the Collateral in the same
\nmanner as described herein or may contain an indication or description of
\ncollateral that describes such property in any other manner as the
\nAdministrative Agent may determine, in its reasonable discretion, is necessary,
\nadvisable or prudent to ensure that the perfection of the security interest in
\nthe Collateral granted to the Administrative Agent herein, including, without
\nlimitation, describing such property as “all assets of the debtor whether now
\nowned or hereafter acquired and wheresoever located, including all accessions
\nthereto and proceeds thereof.” Each Grantor will take any and all actions
\nnecessary to defend title to the Collateral owned by such Grantor against all
\npersons and to defend the security interest of the Administrative Agent in such
\nCollateral and the priority thereof against any Lien not expressly permitted
\nhereunder or under any Loan Document; provided<\/u> that it is understood and
\nagreed that no Grantor will be required to obtain bailee or landlord waivers in
\nrespect of any location where Inventory is stored.<\/p>\n

4.1.5 Disposition of Collateral<\/u>. No Grantor will sell, lease or
\notherwise dispose of the Collateral owned by such Grantor except dispositions
\nspecifically permitted pursuant to Section 6.03 of the Credit Agreement.<\/p>\n

4.1.6 Liens<\/u>. No Grantor will create, incur, or suffer to exist any
\nLien on the Collateral owned by such Grantor except Liens permitted pursuant to
\nSection 6.02 of the Credit Agreement, provided<\/u>, that nothing herein shall
\nbe deemed to constitute an agreement to subordinate any of the Liens of the
\nAdministrative Agent under the Loan Documents to any Liens otherwise permitted
\nunder Section 6.02 of the Credit Agreement.<\/p>\n

4.1.7 Change in Corporate Existence, Type or Jurisdiction of Organization,
\nLocation, Name<\/u>. Each Grantor will:<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

preserve its existence and corporate structure as in effect on the Effective
\nDate (except to the extent otherwise permitted under the Credit Agreement);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

not change its name or jurisdiction of organization or organizational form
\n(including by way of merger into an entity that is not a Grantor);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

not maintain its principal place of business (if it has only one) or its
\nchief executive office (if different than its principal place of business) at a
\nlocation other than a location specified in Exhibit “A”<\/u>;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

not (i) change its name or taxpayer identification number or (ii) change its
\nmailing address, and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

\n

will continue to properly record the Inventory and Equipment on the Company153s
\ninternal books and records,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

unless, in the case of clauses (i) through (iv), such Grantor shall have
\ngiven the Administrative Agent not less than fifteen (15) days153 prior written
\nnotice of such event or occurrence and, to the extent reasonably requested by
\nthe Administrative Agent, shall have taken steps as are necessary or advisable
\nto properly maintain the validity, perfection and priority of the Administrative
\nAgent153s security interest in the Collateral owned by such Grantor.<\/p>\n

9<\/p>\n

\n

4.1.8 Other Financing Statements<\/u>. No Grantor will suffer to exist or
\nauthorize the filing of any financing statement naming it as debtor covering all
\nor any portion of the Collateral owned by such Grantor, except any financing
\nstatement authorized under Section 4.1.4<\/u> or any financing statement
\nevidencing such Liens as are permitted under Section 6.02<\/u> of the Credit
\nAgreement (including, without limitation, a financing statement of a third party
\nfinancing source in connection with the sale or discount of accounts receivable
\npermitted by Section 6.03(a)(v)(F)<\/u> of the Credit Agreement). Each Grantor
\nacknowledges that it is not authorized to file any financing statement or
\namendment or termination statement with respect to any financing statement filed
\nin connection herewith without the prior written consent of the Administrative
\nAgent (such consent not to be unreasonably withheld), subject to such Grantor153s
\nrights under Section 9-509(d)(2) of the UCC.<\/p>\n

4.2. Receivables<\/u>.<\/p>\n

4.2.1 Certain Agreements on Receivables<\/u>. During the occurrence and
\ncontinuation of a Default, no Grantor will make or agree to make any discount,
\ncredit, rebate or other reduction in the original amount owing on a Receivable
\nor accept in satisfaction of a Receivable less than the original amount thereof;
\nprovided<\/u> that prior to the occurrence and continuation of a Default, such
\nGrantor may reduce the amount of Accounts arising from the sale of Inventory or
\nthe rendering of services in accordance with its present policies and in the
\nordinary course of business and as otherwise permitted under the Credit
\nAgreement.<\/p>\n

4.2.2 Electronic Chattel Paper<\/u>. Each Grantor shall take all steps
\nnecessary to grant the Administrative Agent Control of all electronic chattel
\npaper in accordance with the UCC and all “transferable records” as defined in
\neach of the Uniform Electronic Transactions Act and the Electronic Signatures in
\nGlobal and National Commerce Act.<\/p>\n

4.3. Maintenance of Goods<\/u>. Each Grantor shall comply with Section
\n5.05<\/u> of the Credit Agreement as if it were a party thereto.<\/p>\n

4.4. Instruments, Securities, Chattel Paper, Documents and Pledged
\nDeposits<\/u>. Each Grantor will (i) deliver to the Administrative Agent
\nimmediately upon execution of this Security Agreement the originals of all
\nChattel Paper, Securities (to the extent certificated) and Instruments
\nconstituting Collateral (if any then exist), (ii) hold in trust for the
\nAdministrative Agent upon receipt and immediately thereafter deliver to the
\nAdministrative Agent any Chattel Paper, Securities and Instruments constituting
\nCollateral, (iii) upon the Administrative Agent153s request, after the occurrence
\nand during the continuance of a Default, deliver to the Administrative Agent
\n(and thereafter hold in trust for the Administrative Agent upon receipt and
\nimmediately deliver to the Administrative Agent) any Document evidencing or
\nconstituting Collateral in an amount greater than $1,000,000, and (iv) upon the
\nAdministrative Agent153s request, deliver to the Administrative Agent a duly
\nexecuted amendment to this Security Agreement, in the form of Exhibit “H”<\/u>
\nhereto (the “Amendment<\/u>“), pursuant to which such Grantor will pledge such
\nadditional Collateral. Such Grantor hereby authorizes the Administrative Agent
\nto attach each Amendment to this Security Agreement and agrees that all
\nadditional Collateral owned by it set forth in such Amendments shall be
\nconsidered to be part of the Collateral; provided<\/u> that, for the avoidance
\nof doubt, with respect to any delivery of Equity Interests of the Subsidiaries
\nrequired under this Section 4.4, only the Equity Interests of Subsidiaries that
\nconstitute Collateral in accordance with Article II hereof will be delivered to
\nthe Administrative Agent; provided<\/u> further that the Equity Interests of
\nthe First-Tier Foreign Subsidiaries required to be delivered hereunder may be
\ndelivered after the Closing Date in accordance with Section 5.09<\/u> of the
\nCredit Agreement.<\/p>\n

10<\/p>\n

\n

4.5. Uncertificated Securities and Certain Other Investment Property<\/u>.
\nEach Grantor will permit the Administrative Agent from time to time to cause
\nSubsidiaries of such Grantor that are issuers (and, if held with a securities
\nintermediary, such securities intermediary) of uncertificated securities or
\nother types of Investment Property not represented by certificates which are
\nCollateral owned by such Grantor to mark their books and records with the
\nnumbers and face amounts of all such uncertificated securities or other types of
\nInvestment Property not represented by certificates and all rollovers and
\nreplacements therefor to reflect the Lien of the Administrative Agent granted
\npursuant to this Security Agreement.<\/p>\n

4.6. Stock and Other Ownership Interests<\/u>.<\/p>\n

4.6.1 Reserved<\/u>.<\/p>\n

4.6.2 Issuance of Additional Securities<\/u>. Except as permitted in the
\nCredit Agreement, no Grantor will permit or suffer any Subsidiary of such
\nGrantor (the corporate securities or other ownership interests in which
\nSubsidiary constitute Collateral) to issue any securities or other ownership
\ninterests, any right to receive the same or any right to receive earnings,
\nexcept to such Grantor.<\/p>\n

4.6.3 Registration of Pledged Securities and other Investment
\nProperty<\/u>. Each Grantor will permit any registrable Collateral owned by such
\nGrantor to be registered in the name of the Administrative Agent or its nominee
\nat any time at the option of the Required Lenders following the occurrence and
\nduring the continuance of a Default and without any further consent of such
\nGrantor.<\/p>\n

4.6.4 Exercise of Rights in Pledged Securities and other Investment
\nProperty<\/u>. Each Grantor will permit the Administrative Agent or its nominee
\nat any time after the occurrence and during the continuance of a Payment Event
\nof Default or Acceleration Event, without notice, to exercise or refrain from
\nexercising any and all voting and other consensual rights pertaining to the
\nCollateral owned by such Grantor or any part thereof, and to receive all
\ndividends and interest in respect of such Collateral.<\/p>\n

4.7. Controlled Deposit Accounts and Controlled Securities Accounts<\/u>.
\nEach Grantor will upon the Administrative Agent153s request, use commercially
\nreasonable efforts to cause each bank or other financial institution in which it
\nmaintains a Controlled Deposit Account or Controlled Securities Account to enter
\ninto a control agreement with the Administrative Agent, in form and substance
\nreasonably satisfactory to the Administrative Agent in order to give the
\nAdministrative Agent Control of the Controlled Deposit Account or Controlled
\nSecurities Account. The Administrative Agent agrees that it will not give any
\nnotice of sole control under any Deposit Account Control Agreement or Securities
\nAccount Control Agreement unless and until a Default has occurred and is
\ncontinuing. If exclusive dominion and control of any Controlled Deposit Account
\nor Controlled Securities Account or dominion and control of any other deposit or
\ninvestment has been obtained by the Administrative Agent and no Default
\ncontinues to exist, the Administrative Agent will send notice to the bank or
\nfinancial institution at which such Controlled Deposit Account or Controlled
\nSecurities Account or other deposit or investment is maintained to (a) terminate
\nthe Administrative Agent153s exclusive dominion and control of such Controlled
\nDeposit Account or Controlled Securities Account or other deposit or investment
\nand (b) reinstate Grantor153s access to such Controlled Deposit Account or
\nControlled Securities Account or other deposit or investment. In the case of
\ndeposits and investments maintained with Lenders, the terms of such letter shall
\nbe subject to the provisions of the Credit Agreement regarding setoffs. The
\nprovisions of this Section 4.7<\/u> shall not apply to (a) Deposit Accounts
\nwhich are not Controlled Deposit Accounts and (b) Securities Accounts which are
\nnot Controlled Securities Accounts.<\/p>\n

11<\/p>\n

\n

4.8. Letter-of-Credit Rights<\/u>. Each Grantor will, upon the
\nAdministrative Agent153s request, use commercially reasonable efforts to cause
\neach issuer of a letter of credit (in respect of which such Grantor is the
\nbeneficiary) with a face value in excess of $10,000,000 to consent to the
\nassignment of proceeds of such letter of credit in order to give the
\nAdministrative Agent Control of the Letter of Credit Rights to such letter of
\ncredit.<\/p>\n

4.9. Federal, State or Municipal Claims<\/u>. Each Grantor will notify the
\nAdministrative Agent of any Collateral owned by such Grantor which constitutes a
\nclaim in an amount greater than $10,000,000 against the United States government
\nor any state or local government or any instrumentality or agency thereof, the
\nassignment of which claim is restricted by federal, state or municipal law.
\nFurthermore, each Grantor will execute and deliver to the Administrative Agent
\nsuch documents, agreements and instruments, and will take such further actions
\n(including, without limitation, the taking of necessary actions under the
\nFederal Assignment of Claims Act of 1940, as amended (31 U.S.C. \u00a7 3727 et seq.
\nand 41 U.S.C. \u00a7 15 et seq.)), which the Administrative Agent may, from time to
\ntime, reasonably request, to ensure perfection and priority of the Liens
\nhereunder in respect of Accounts and General Intangibles owing by any government
\nor instrumentality or agency thereof, all at the expense of the Borrower.
\nNotwithstanding anything to the contrary in this Section 4.9<\/u>, no Grantor
\nwill be required to provide any notice or take any action hereunder if and to
\nthe extent prohibited by any federal, state or municipal law.<\/p>\n

4.10. No Interference<\/u>. Each Grantor agrees that it will not interfere
\nwith any right, power and remedy of the Administrative Agent provided for in
\nthis Security Agreement or now or hereafter existing at law or in equity or by
\nstatute or otherwise, or the exercise or beginning of the exercise by the
\nAdministrative Agent of any one or more of such rights, powers or remedies.<\/p>\n

4.11. Insurance<\/u>. In the event any material Collateral is located in
\nany area that has been designated by the Federal Emergency Management Agency as
\na “Special Flood Hazard Area”, each Grantor shall purchase and maintain flood
\ninsurance on such Collateral (including any personal property which is located
\non any real property leased by such Grantor within a “Special Flood Hazard
\nArea”). The amount of flood insurance required by this Section shall be in an
\namount equal to the lesser of the total Commitment or the total replacement cost
\nvalue of the improvements.<\/p>\n

4.12. Intellectual Property<\/u>. No Grantor has any registered interest
\nin, or title to, any Material Registered Copyright except as set forth in
\nExhibit “B”. If, after the date hereof, any Grantor obtains rights to, or
\napplies for or seeks registration of, any new Material Registered Copyright,
\nthen such Grantor shall give the Administrative Agent notice thereof, as part of
\neach compliance certificate provided to the Administrative Agent pursuant to the
\nCredit Agreement. Each Grantor agrees promptly upon request by the
\nAdministrative Agent to execute and deliver to the Administrative Agent any
\nsupplement to this Security Agreement or any other document reasonably requested
\nby the Administrative Agent to evidence such security interest in such Material
\nRegistered Copyright in a form appropriate for recording in the United States
\nCopyright Office.<\/p>\n

4.13. Commercial Tort Claims<\/u>. If, after the date hereof, any Grantor
\nidentifies the existence of a Commercial Tort Claim belonging to such Grantor in
\nan amount greater than $10,000,000 that has arisen in the course of such
\nGrantor153s business in addition to the Commercial Tort Claims described in
\nExhibit “E”<\/u>, which are all of such Grantor153s Commercial Tort Claims as of
\nthe Effective Date, then such Grantor shall give the Administrative Agent prompt
\nnotice thereof, but in any event not less frequently than quarterly. Each
\nGrantor agrees promptly upon request by the Administrative Agent to execute and
\ndeliver to the Administrative Agent any supplement to this Security Agreement or
\nany other document reasonably requested by the Administrative Agent to evidence
\nthe grant of a security interest therein in favor of the Administrative Agent.\n<\/p>\n

12<\/p>\n

\n

4.14. Updating of Exhibits to Security Agreement<\/u>. The Borrower will
\nprovide to the Administrative Agent, concurrently with the delivery of the
\ncertificate of a Financial Officer of the Borrower as required by Section
\n5.01(c)<\/u> of the Credit Agreement, updated versions of the Exhibits to this
\nSecurity Agreement (provided that if there have been no changes to any such
\nExhibits since the previous updating thereof required hereby, the Borrower shall
\nindicate that there has been “no change” to the applicable Exhibit(s)).<\/p>\n

ARTICLE V<\/p>\n

DEFAULT<\/p>\n

5.1. The occurrence of any one or more of the following events shall
\nconstitute a Default:<\/p>\n

5.1.1 Any representation or warranty made by or on behalf of any Grantor
\nunder or in connection with this Security Agreement shall be materially false as
\nof the date on which made.<\/p>\n

5.1.2 The occurrence of any “Event of Default” under, and as defined in, the
\nCredit Agreement.<\/p>\n

5.2. Remedies<\/u>.<\/p>\n

5.2.1 If any Default has occurred and is continuing then, the Administrative
\nAgent may, and at the direction of the Required Lenders shall, exercise any or
\nall of the following rights and remedies (provided that the Administrative Agent
\nshall endeavor, to the extent commercially reasonable, to notify the Borrower
\nprior to the exercise of the initial remedy, provided further that any failure
\nby the Administrative Agent to deliver any such notice shall not be deemed to be
\na breach by the Administrative Agent of this Security Agreement or give rise to
\nany liability or otherwise affect the Administrative Agent153s rights and remedies
\nhereunder in any manner):<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

Those rights and remedies provided in this Security Agreement, the Credit
\nAgreement, or any other Loan Document, provided<\/u> that this clause
\n(i)<\/u> shall not be understood to limit any rights or remedies available to the
\nAdministrative Agent and the Secured Parties prior to a Default.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

Those rights and remedies available to a secured party under the UCC (whether
\nor not the UCC applies to the affected Collateral) or under any other applicable
\nlaw (including, without limitation, any law governing the exercise of a bank153s
\nright of setoff or bankers153 lien) when a debtor is in default under a security
\nagreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

Give notice of sole control or any other instruction under any Deposit
\nAccount Control Agreement or Securities Account Control Agreement and take any
\naction therein with respect to such Collateral, provided<\/u>,
\nhowever<\/u>, if no Default shall continue to exist, the Administrative Agent
\nshall promptly notify the bank, financial institution or securities or
\ncommodities intermediary that Grantor153s access to the Controlled Deposit Account
\nor Controlled Securities Account shall be reinstated.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

13<\/p>\n

\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

Only to the extent a Payment Event of Default or Acceleration Event has
\noccurred and is continuing, without notice (except as specifically provided in
\nSection 8.1<\/u> hereof or elsewhere herein, demand or advertisement of any
\nkind to any Grantor or any other Person) enter the premises of any Grantor where
\nany Collateral is located (through self-help and without judicial process) to
\ncollect, receive, assemble, process, appropriate, sell, lease, assign, grant an
\noption or options to purchase or otherwise dispose of, deliver, or realize upon,
\nthe Collateral or any part thereof in one or more parcels at public or private
\nsale or sales (which sales may be adjourned or continued from time to time with
\nor without notice and may take place at any Grantor153s premises of elsewhere),
\nfor cash, on credit or for future delivery without assumption of any credit
\nrisk, and upon such other terms as the Administrative Agent may deem
\ncommercially reasonable.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

\n

Only to the extent a Payment Event of Default or Acceleration Event has
\noccurred and is continuing, concurrently with written notice to the applicable
\nGrantor, transfer and register in its name or in the name of its nominee the
\nwhole or any part of the Pledged Collateral, to exchange certificates or
\ninstruments representing or evidencing Pledged Collateral for certificates or
\ninstruments of smaller or larger denominations, to exercise the voting and all
\nother rights as a holder with respect thereto, to collect and receive all cash
\ndividends, interest, principal and other distributions made thereon and to
\notherwise act with respect to the Pledged Collateral as though the
\nAdministrative Agent was the outright owner thereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5.2.2 The Administrative Agent, on behalf of the Secured Parties, may comply
\nwith any applicable state or federal law requirements in connection with a
\ndisposition of the Collateral, and such compliance will not be considered to
\nadversely affect the commercial reasonableness of any sale of the Collateral.\n<\/p>\n

5.2.3 The Administrative Agent shall have the right upon any such public sale
\nor sales and, to the extent permitted by law, upon any such private sale or
\nsales, to purchase for the benefit of the Administrative Agent and the other
\nSecured Parties, the whole or any part of the Collateral so sold, free of any
\nright of equity redemption, which equity redemption the Grantor hereby expressly
\nreleases.<\/p>\n

5.2.4 Until the Administrative Agent is able to effect a sale, lease, or
\nother disposition of Collateral, the Administrative Agent shall have the right
\nto hold or use Collateral, or any part thereof, to the extent that it deems
\nappropriate for the purpose of preserving Collateral or its value or for any
\nother purpose deemed appropriate by the Administrative Agent. The Administrative
\nAgent may, if it so elects, seek the appointment of a receiver or keeper to take
\npossession of Collateral and to enforce any of the Administrative Agent153s
\nremedies (for the benefit of the Administrative Agent and other Secured
\nParties), with respect to such appointment without prior notice or hearing as to
\nsuch appointment.<\/p>\n

5.2.5 Reserved<\/u>.<\/p>\n

5.2.6 Notwithstanding the foregoing, neither the Administrative Agent nor any
\nother Secured Party shall be required to (i) make any demand upon, or pursue or
\nexhaust any of their rights or remedies against, any Grantor, any other obligor,
\nguarantor, pledgor or any other Person with respect to the payment of the
\nSecured Obligations or to pursue or exhaust any of their rights or remedies with
\nrespect to any Collateral therefor or any direct or indirect guarantee thereof,
\n(ii) marshal the Collateral or any guarantee of the Secured Obligations or to
\nresort to the Collateral or any such guarantee in any particular order, or (iii)
\neffect a public sale of any Collateral.<\/p>\n

14<\/p>\n

\n

5.2.7 Each Grantor recognizes that the Administrative Agent may be unable to
\neffect a public sale of any or all the Pledged Collateral and may be compelled
\nto resort to one or more private sales thereof in accordance with Section
\n5.2.1<\/u> above. Each Grantor also acknowledges that any private sale may result
\nin prices and other terms less favorable to the seller than if such sale were a
\npublic sale and, notwithstanding such circumstances, agrees that any such
\nprivate sale shall not be deemed to have been made in a commercially
\nunreasonable manner solely by virtue of such sale being private. The
\nAdministrative Agent shall be under no obligation to delay a sale of any of the
\nPledged Collateral for the period of time necessary to permit any Grantor or the
\nissuer of the Pledged Collateral to register such securities for public sale
\nunder the Securities Act of 1933, as amended, or under applicable state
\nsecurities laws, even if the applicable Grantor and the issuer would agree to do
\nso.<\/p>\n

5.3. Grantors153 Obligations Upon Default<\/u>. Upon the request of the
\nAdministrative Agent after the occurrence and during the continuance of a
\nPayment Event of Default or Acceleration Event, each Grantor will:<\/p>\n

5.3.1 Assembly of Collateral<\/u>. Assemble and make available to the
\nAdministrative Agent the Collateral and all books and records relating thereto
\nat any place or places reasonably specified by the Administrative Agent.<\/p>\n

5.3.2 Secured Party Access<\/u>. Permit the Administrative Agent, by the
\nAdministrative Agent153s representatives and agents, to enter, occupy and use any
\npremises where all or any part of the Collateral, or the books and records
\nrelating thereto, or both, are located, to take possession of all or any part of
\nthe Collateral, or the books and records relating thereto, or both, to remove
\nall or any part of the Collateral, or the books and records relating thereto, or
\nboth, and to conduct sales of the Collateral, without any obligation to pay the
\nGrantor for such use and occupancy.<\/p>\n

5.3.3 Prepare and file, or cause an issuer of Pledged Collateral to prepare
\nand file, with the Securities and Exchange Commission or any other applicable
\ngovernment agency, registration statements, a prospectus and such other
\ndocumentation in connection with the Pledged Collateral as the Administrative
\nAgent may reasonably request, all in form and substance satisfactory to the
\nAdministrative Agent, and furnish to the Administrative Agent, or cause an
\nissuer of Pledged Collateral to furnish to the Administrative Agent, any
\ninformation regarding the Pledged Collateral in such reasonable detail as the
\nAdministrative Agent may specify.<\/p>\n

5.3.4 Take, or cause an issuer of Pledged Collateral to take, any and all
\nactions necessary to register or qualify the Pledged Collateral to enable the
\nAdministrative Agent to consummate a public sale or other disposition of the
\nPledged Collateral.<\/p>\n

5.4. License<\/u>. The Administrative Agent is hereby granted a limited
\nlicense or other limited right to use, following the occurrence and during the
\ncontinuance of a Payment Event of Default or Acceleration Event, without charge,
\neach Grantor153s labels, patents, copyrights, rights of use of any name, trade
\nsecrets, trade names, trademarks, service marks, customer lists and advertising
\nmatter, or any property of a similar nature, as it pertains to the Collateral,
\nsolely for the purposes of completing production of, advertising for sale, and
\nselling any Collateral. In addition, each Grantor hereby irrevocably (until the
\nCredit Agreement has terminated pursuant to its express terms) agrees that the
\nAdministrative Agent may, following the occurrence and during the continuance of
\na Payment Event of Default or Acceleration Event, sell any of such Grantor153s
\nInventory directly to any person, including without limitation persons who have
\npreviously purchased such Grantor153s Inventory from such Grantor and in
\nconnection with any such sale or other enforcement of the Administrative Agent153s
\nrights under this Security Agreement, may sell Inventory which bears any
\ntrademark owned by or licensed to such Grantor and any Inventory that is covered
\nby any copyright owned by or licensed to such Grantor and the Administrative
\nAgent may (but shall have no obligation to) finish any work in process and affix
\nany trademark owned by or licensed to such Grantor and sell such Inventory as
\nprovided herein.<\/p>\n

15<\/p>\n

\n

ARTICLE VI<\/p>\n

WAIVERS, AMENDMENTS AND REMEDIES<\/p>\n

No delay or omission of the Administrative Agent or any Secured Party to
\nexercise any right or remedy granted under this Security Agreement shall impair
\nsuch right or remedy or be construed to be a waiver of any Default or an
\nacquiescence therein, and any single or partial exercise of any such right or
\nremedy shall not preclude any other or further exercise thereof or the exercise
\nof any other right or remedy. No waiver, amendment or other variation of the
\nterms, conditions or provisions of this Security Agreement whatsoever shall be
\nvalid unless in writing signed by the Administrative Agent and each Grantor, and
\nthen only to the extent in such writing specifically set forth, provided that
\nthe addition of any Domestic Subsidiary as a Grantor hereunder by execution of a
\nSecurity Agreement Supplement in the form of Annex I<\/u> (with such
\nmodifications as shall be acceptable to the Administrative Agent) shall not
\nrequire receipt of any consent from or execution of any documentation by any
\nother Grantor party hereto. All rights and remedies contained in this Security
\nAgreement or by law afforded shall be cumulative and all shall be available to
\nthe Administrative Agent and the Secured Parties until the Secured Obligations
\nhave been paid in full or, in the case of Letters of Credit, cash collateralized
\non terms reasonably satisfactory to the Administrative Agent.<\/p>\n

ARTICLE VII<\/p>\n

PROCEEDS; COLLECTION OF RECEIVABLES<\/p>\n

7.1. Lockboxes<\/u>. Upon request of the Administrative Agent after the
\noccurrence and during the continuance of a Payment Event of Default or
\nAcceleration Event, each Grantor shall execute and deliver to the Administrative
\nAgent irrevocable lockbox agreements in the form provided by or otherwise
\nacceptable to the Administrative Agent, which agreements shall be accompanied by
\nan acknowledgment by the bank where the lockbox is located of the Lien of the
\nAdministrative Agent granted hereunder and of irrevocable instructions to wire
\nall amounts collected therein to a special collateral account at the
\nAdministrative Agent.<\/p>\n

7.2. Collection of Receivables<\/u>. The Administrative Agent may at any
\ntime after the occurrence of a Payment Event of Default or Acceleration Event,
\nby giving each Grantor written notice, elect to require that the Receivables be
\npaid directly to the Administrative Agent for the benefit of the Secured
\nParties. In such event, each Grantor shall, and shall permit the Administrative
\nAgent to, promptly notify the account debtors or obligors under the Receivables
\nowned by such Grantor of the Administrative Agent153s interest therein and direct
\nsuch account debtors or obligors to make payment of all amounts then or
\nthereafter due under such Receivables directly to the Administrative Agent. Upon
\nreceipt of any such notice from the Administrative Agent, each Grantor shall
\nthereafter hold in trust for the Administrative Agent, on behalf of the Secured
\nParties, all amounts and proceeds received by it with respect to the Receivables
\nand Other Collateral and immediately and at all times thereafter deliver to the
\nAdministrative Agent all such amounts and proceeds in the same form as so
\nreceived, whether by cash, check, draft or otherwise, with any necessary
\nendorsements. The Administrative Agent shall hold and apply funds so received as
\nprovided by the terms of Sections 7.3<\/u> and 7.4<\/u> hereof.<\/p>\n

16<\/p>\n

\n

7.3. Special Collateral Account<\/u>. Following the occurrence and during
\nthe continuance of a Payment Event of Default or Acceleration Event, the
\nAdministrative Agent may require all cash proceeds of the Collateral to be
\ndeposited in a special non-interest bearing cash collateral account with the
\nAdministrative Agent and held there as security for the Secured Obligations. No
\nGrantor shall have any control whatsoever over such cash collateral account. If
\nno Default has occurred or is continuing, the Administrative Agent shall from
\ntime to time deposit the collected balances in such cash collateral account into
\nthe applicable Grantor153s general operating account with the Administrative
\nAgent. If any Payment Event of Default or Acceleration Event has occurred and is
\ncontinuing, the Administrative Agent may (and shall, at the direction of the
\nRequired Lenders), from time to time, apply the collected balances in such cash
\ncollateral account to the payment of the Secured Obligations whether or not the
\nSecured Obligations shall then be due.<\/p>\n

7.4. Application of Proceeds<\/u>. The proceeds of the Collateral received
\nby the Administrative Agent pursuant to the provisions of this Security
\nAgreement shall be applied by the Administrative Agent to payment of the Secured
\nObligations as provided under Section 2.18<\/u> of the Credit Agreement.<\/p>\n

ARTICLE VIII<\/p>\n

GENERAL PROVISIONS<\/p>\n

8.1. Notice of Disposition of Collateral; Condition of Collateral<\/u>.
\nEach Grantor hereby waives notice of the time and place of any public sale or
\nthe time after which any private sale or other disposition of all or any part of
\nthe Collateral may be made. To the extent such notice may not be waived under
\napplicable law, any notice made shall be deemed reasonable if sent to the
\nBorrower, addressed as set forth in Article IX<\/u>, at least ten (10) days
\nprior to (i) the date of any such public sale or (ii) the time after which any
\nsuch private sale or other disposition may be made. The Administrative Agent
\nshall have no obligation to clean-up or otherwise prepare the Collateral for
\nsale. To the maximum extent permitted by applicable law, each Grantor waives all
\nclaims, damages, and demands against the Administrative Agent or any other
\nSecured Party arising out of the repossession, retention or sale of the
\nCollateral, except such as arise solely out of the gross negligence or willful
\nmisconduct of the Administrative Agent or such other Secured Party as finally
\ndetermined by a court of competent jurisdiction. To the extent it may lawfully
\ndo so, each Grantor absolutely and irrevocably waives and relinquishes the
\nbenefit and advantage of, and covenants not to assert against the Administrative
\nAgent or any other Secured Party, any valuation, stay, appraisal, extension,
\nmoratorium, redemption or similar laws and any and all rights or defenses it may
\nhave as a surety now or hereafter existing (other than the defense that the
\nSecured Obligations shall have been fully and finally paid in cash and performed
\nin full) which, but for this provision, might be applicable to the sale of any
\nCollateral made under the judgment, order or decree of any court, or privately
\nunder the power of sale conferred by this Security Agreement, or otherwise.
\nExcept as otherwise specifically provided herein or in any other Loan Document,
\neach Grantor hereby waives presentment, demand, protest or any notice (to the
\nmaximum extent permitted by applicable law) of any kind in connection with this
\nSecurity Agreement or any Collateral.<\/p>\n

8.2. Limitation on Administrative Agent153s and other Secured Parties153 Duty
\nwith Respect to the Collateral<\/u>. The Administrative Agent shall have no
\nobligation to clean-up or otherwise prepare the Collateral for sale. The
\nAdministrative Agent and each other Secured Party shall use reasonable care with
\nrespect to the Collateral in its possession or under its control. Neither the
\nAdministrative Agent nor any other Secured Party shall have any other duty as to
\nany Collateral in its possession or control or in the possession or control of
\nany agent or nominee of the Administrative Agent or such other Secured Party, or
\nany income thereon or as to the preservation of rights against prior parties or
\nany other rights pertaining thereto. To the extent that applicable law imposes
\nduties on the Administrative Agent to exercise remedies in a commercially
\nreasonable manner, each Grantor acknowledges and agrees that it is commercially
\nreasonable for the Administrative Agent (i) to fail to incur expenses deemed
\nsignificant by the Administrative Agent to prepare Collateral for disposition or
\notherwise to transform raw material or<\/p>\n

17<\/p>\n

\n

work in process into finished goods or other finished products for
\ndisposition, (ii) to fail to obtain third party consents for access to
\nCollateral to be disposed of, or to obtain or, if not required by other law, to
\nfail to obtain governmental or third party consents for the collection or
\ndisposition of Collateral to be collected or disposed of, (iii) to fail to
\nexercise collection remedies against account debtors or other Persons obligated
\non Collateral or to remove Liens on or any adverse claims against Collateral,
\n(iv) to exercise collection remedies against account debtors and other Persons
\nobligated on Collateral directly or through the use of collection agencies and
\nother collection specialists, (v) to advertise dispositions of Collateral
\nthrough publications or media of general circulation, whether or not the
\nCollateral is of a specialized nature, (vi) to contact other Persons, whether or
\nnot in the same business as such Grantor, for expressions of interest in
\nacquiring all or any portion of such Collateral, (vii) to hire one or more
\nprofessional auctioneers to assist in the disposition of Collateral, whether or
\nnot the Collateral is of a specialized nature, (viii) to dispose of Collateral
\nby utilizing internet sites that provide for the auction of assets of the types
\nincluded in the Collateral or that have the reasonable capacity of doing so, or
\nthat match buyers and sellers of assets, (ix) to dispose of assets in wholesale
\nrather than retail markets, (x) to disclaim disposition warranties, such as
\ntitle, possession or quiet enjoyment, (xi) to purchase insurance or credit
\nenhancements to insure the Administrative Agent against risks of loss,
\ncollection or disposition of Collateral or to provide to the Administrative
\nAgent a guaranteed return from the collection or disposition of Collateral, or
\n(xii) to the extent deemed appropriate by the Administrative Agent, to obtain
\nthe services of other brokers, investment bankers, consultants and other
\nprofessionals to assist the Administrative Agent in the collection or
\ndisposition of any of the Collateral. Each Grantor acknowledges that the purpose
\nof this Section 8.2<\/u> is to provide non-exhaustive indications of what
\nactions or omissions by the Administrative Agent would be commercially
\nreasonable in the Administrative Agent153s exercise of remedies against the
\nCollateral and that other actions or omissions by the Administrative Agent shall
\nnot be deemed commercially unreasonable solely on account of not being indicated
\nin this Section 8.2<\/u>. Without limitation upon the foregoing, nothing
\ncontained in this Section 8.2<\/u> shall be construed to grant any rights to
\nany Grantor or to impose any duties on the Administrative Agent that would not
\nhave been granted or imposed by this Security Agreement or by applicable law in
\nthe absence of this Section 8.2<\/u>.<\/p>\n

8.3. Compromises and Collection of Collateral<\/u>. Each Grantor and the
\nAdministrative Agent recognize that setoffs, counterclaims, defenses and other
\nclaims may be asserted by obligors with respect to certain of the Receivables,
\nthat certain of the Receivables may be or become uncollectible in whole or in
\npart and that the expense and probability of success in litigating a disputed
\nReceivable may exceed the amount that reasonably may be expected to be recovered
\nwith respect to a Receivable. In view of the foregoing, each Grantor agrees that
\nthe Administrative Agent may at any time and from time to time, if a Payment
\nEvent of Default or Acceleration Event has occurred and is continuing,
\ncompromise with the obligor on any Receivable, accept in full payment of any
\nReceivable such amount as the Administrative Agent in its reasonable discretion
\nshall determine or abandon any Receivable, and any such action by the
\nAdministrative Agent shall be commercially reasonable so long as the
\nAdministrative Agent acts in good faith based on information known to it at the
\ntime it takes any such action.<\/p>\n

8.4. Secured Party Performance of Grantor153s Obligations<\/u>. Without
\nhaving any obligation to do so, the Administrative Agent may perform or pay any
\nobligation which any Grantor has agreed to perform or pay in this Security
\nAgreement and such Grantor shall reimburse the Administrative Agent for any
\nreasonable amounts paid by the Administrative Agent pursuant to this Section
\n8.4<\/u>. Each Grantor153s obligation to reimburse the Administrative Agent
\npursuant to the preceding sentence shall be a Secured Obligation payable within
\nfifteen (15) days after demand.<\/p>\n

8.5. Authorization for Secured Party to Take Certain Action<\/u>. Each
\nGrantor irrevocably authorizes the Administrative Agent at any time and from
\ntime to time in the reasonable discretion of the Administrative Agent and
\nappoints the Administrative Agent as its attorney in fact (i) to execute on
\nbehalf of such Grantor as debtor and to file financing statements necessary or
\ndesirable in the Administrative<\/p>\n

18<\/p>\n

\n

Agent153s sole discretion to perfect and to maintain the perfection and
\npriority of the Administrative Agent153s security interest in the Collateral, (ii)
\nupon and during the continuance of a Default, to indorse and collect any cash
\nproceeds of the Collateral, (iii) to file a carbon, photographic or other
\nreproduction of this Security Agreement or any financing statement with respect
\nto the Collateral as a financing statement and to file any other financing
\nstatement or amendment of a financing statement (which does not add new
\ncollateral or add a debtor) in such offices as the Administrative Agent in its
\nsole discretion deems necessary or desirable to perfect and to maintain the
\nperfection and priority of the Administrative Agent153s security interest in the
\nCollateral, (iv) upon and during the continuance of a Default, to contact and
\nenter into one or more agreements with the issuers of uncertificated securities
\nwhich are Collateral owned by such Grantor and which are Securities or with
\nfinancial intermediaries holding other Investment Property as may be necessary
\nor advisable to give the Administrative Agent Control over such Securities or
\nother Investment Property, (v) upon and during the continuance of a Payment
\nEvent of Default or Acceleration Event and subject to the terms of Section
\n4.1.5<\/u> hereof, to enforce payment of the Instruments, Accounts and
\nReceivables in the name of the Administrative Agent or such Grantor, (vi) to
\napply the proceeds of any Collateral received by the Administrative Agent to the
\nSecured Obligations as provided in Article VII<\/u> and (vii) to discharge
\npast due taxes, assessments, charges, fees or Liens on the Collateral (except
\nfor such Liens as are specifically permitted hereunder or under any other Loan
\nDocument), and each Grantor agrees to reimburse the Administrative Agent within
\nfifteen (15) days after demand for any reasonable payment made or any reasonable
\nexpense incurred by the Administrative Agent in connection therewith, provided
\nthat this authorization shall not relieve any Grantor of any of its obligations
\nunder this Security Agreement or under the Credit Agreement.<\/p>\n

8.6. Specific Performance of Certain Covenants<\/u>. Each Grantor
\nacknowledges and agrees that a breach of any of the covenants contained in
\nSections 4.1.5<\/u>, 4.1.6<\/u>, 4.4<\/u>, 5.3<\/u>, or 8.8<\/u> or in
\nArticle VII<\/u> hereof will cause irreparable injury to the Administrative
\nAgent and the Secured Parties, that the Administrative Agent and Secured Parties
\nhave no adequate remedy at law in respect of such breaches and therefore agrees,
\nwithout limiting the right of the Administrative Agent or the Secured Parties to
\nseek and obtain specific performance of other obligations of the Grantors
\ncontained in this Security Agreement, that the covenants of the Grantors
\ncontained in the Sections referred to in this Section 8.6<\/u> shall be
\nspecifically enforceable against the Grantors.<\/p>\n

8.7. Use and Possession of Certain Premises<\/u>. Upon the occurrence and
\nduring the continuance of a Payment Event of Default or Acceleration Event, the
\nAdministrative Agent shall be entitled to occupy and use any premises owned or
\nleased by the Grantors where any of the Collateral or any records relating to
\nthe Collateral are located until the Secured Obligations are paid or the
\nCollateral is removed therefrom, whichever first occurs, without any obligation
\nto pay any Grantor for such use and occupancy.<\/p>\n

8.8. Reserved<\/u>.<\/p>\n

8.9. Reinstatement<\/u>. This Security Agreement shall remain in full force
\nand effect and continue to be effective should any petition be filed by or
\nagainst any Grantor for liquidation or reorganization, should any Grantor become
\ninsolvent or make an assignment for the benefit of any creditor or creditors or
\nshould a receiver or trustee be appointed for all or any significant part of any
\nGrantor153s assets, and shall continue to be effective or be reinstated, as the
\ncase may be, if at any time payment and performance of the Secured Obligations,
\nor any part thereof, is, pursuant to applicable law, rescinded or reduced in
\namount, or must otherwise be restored or returned by any obligee of the Secured
\nObligations, whether as a “voidable preference,” “fraudulent conveyance,” or
\notherwise, all as though such payment or performance had not been made. In the
\nevent that any payment, or any part thereof, is rescinded, reduced, restored or
\nreturned, the Secured Obligations shall be reinstated and deemed reduced only by
\nsuch amount paid and not so rescinded, reduced, restored or returned.<\/p>\n

19<\/p>\n

\n

8.10. Benefit of Agreement<\/u>. The terms and provisions of this Security
\nAgreement shall be binding upon and inure to the benefit of the Grantors, the
\nAdministrative Agent and the Secured Parties and their respective successors and
\nassigns (including all persons who become bound as a debtor to this Security
\nAgreement), except that the Grantors shall not have the right to assign their
\nrights or delegate their obligations under this Security Agreement or any
\ninterest herein, without the prior written consent of the Administrative Agent.
\nNo sales of participations, assignments, transfers, or other dispositions of any
\nagreement governing the Secured Obligations or any portion thereof or interest
\ntherein shall in any manner impair the Lien granted to the Administrative Agent,
\nfor the benefit of the Administrative Agent and the other Secured Parties,
\nhereunder.<\/p>\n

8.11. Survival of Representations<\/u>. All representations and warranties
\nof the Grantors contained in this Security Agreement shall survive the execution
\nand delivery of this Security Agreement.<\/p>\n

8.12. Taxes and Expenses<\/u>. Any taxes (other than Excluded Taxes)
\npayable or ruled payable by a Federal or State authority in respect of this
\nSecurity Agreement shall be paid by the Grantors, together with interest and
\npenalties, if any. The Grantors shall reimburse the Administrative Agent for any
\nand all reasonable out-of-pocket expenses (including reasonable attorneys153 fees,
\nbut excluding, time charges of attorneys, paralegals, auditors and accountants
\nwho may be employees of the Administrative Agent) paid or incurred by the
\nAdministrative Agent in connection with the preparation, execution, delivery,
\nadministration, collection and enforcement of this Security Agreement and in the
\naudit, analysis, administration, collection, preservation or sale of the
\nCollateral (including the expenses and charges associated with any periodic or
\nspecial audit of the Collateral). Any and all costs and expenses incurred by the
\nGrantors in the performance of actions required pursuant to the terms hereof
\nshall be borne solely by the Grantors.<\/p>\n

8.13. Headings<\/u>. The title of and section headings in this Security
\nAgreement are for convenience of reference only, and shall not govern the
\ninterpretation of any of the terms and provisions of this Security Agreement.\n<\/p>\n

8.14. Termination; Release<\/u>. This Security Agreement shall continue in
\neffect (notwithstanding the fact that from time to time there may be no Secured
\nObligations outstanding) until (i) any and all commitments to extend credit
\nunder the Loan Documents have terminated, and the Credit Agreement has
\nterminated pursuant to its express terms and (ii) all of the Secured Obligations
\n(other than Unliquidated Obligations) have been indefeasibly paid in cash and
\nperformed in full (or with respect to any outstanding Letters of Credit, a cash
\ndeposit or backup Letter of Credit has been delivered to the Administrative
\nAgent as required by the Credit Agreement). Upon any sale or other disposition
\nby any Grantor of any Collateral in a transaction permitted under the Credit
\nAgreement, or upon the effectiveness in accordance with the Credit Agreement of
\nany written consent to the release of the security interest in any Collateral,
\nthe security interests in such Collateral shall be automatically released
\nwithout further action by any party. In connection with any termination or
\nrelease pursuant to this Section, the Administrative Agent shall execute and
\ndeliver to any Grantor, at such Grantor153s expense and without recourse to or
\nwarranty by the Administrative Agent, all documents that such Grantor shall
\nreasonably request to evidence such termination or release, including UCC
\ntermination statements and terminations of Deposit Account Control Agreements
\nand Securities Account Control Agreements.<\/p>\n

8.15. Entire Agreement<\/u>. This Security Agreement embodies the entire
\nagreement and understanding between the Grantors and the Administrative Agent
\nrelating to the Collateral and supersedes all prior agreements and
\nunderstandings among the Grantors and the Administrative Agent relating to the
\nCollateral.<\/p>\n

20<\/p>\n

\n

8.16. Governing Law; Jurisdiction; Waiver of Jury Trial<\/u>.<\/p>\n

8.16.1 THIS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
\nAND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.<\/strong><\/p>\n

8.16.2 Each Grantor hereby irrevocably and unconditionally submits, for
\nitself and its property, to the nonexclusive jurisdiction of the Supreme Court
\nof the 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
\nSecurity Agreement or any other Loan Document, or for recognition or enforcement
\nof any judgment, and each Grantor hereby irrevocably and unconditionally agrees
\nthat all claims in respect of any such action or proceeding may be heard and
\ndetermined in such New York State or, to the extent permitted by law, in such
\nFederal court. Each Grantor agrees that a final judgment in any such action or
\nproceeding shall be conclusive and may be enforced in other jurisdictions by
\nsuit on the judgment or in any other manner provided by law. Nothing in this
\nSecurity Agreement or any other Loan Document shall affect any right that the
\nAdministrative Agent, the Issuing Bank or any Lender may otherwise have to bring
\nany action or proceeding relating to this Security Agreement or any other Loan
\nDocument against any Grantor or its properties in the courts of any
\njurisdiction.<\/p>\n

8.16.3 Each Grantor hereby irrevocably and unconditionally waives, to the
\nfullest extent it may legally and effectively do so, any objection which it may
\nnow or hereafter have to the laying of venue of any suit, action or proceeding
\narising out of or relating to this Security Agreement or any other Loan Document
\nin any court referred to in Section 8.16.2<\/u>. Each Grantor hereby
\nirrevocably waives, to the fullest extent permitted by law, the defense of an
\ninconvenient forum to the maintenance of such action or proceeding in any such
\ncourt.<\/p>\n

8.16.4 Each party to this Security Agreement irrevocably consents to service
\nof process in the manner provided for notices in Article IX of this Security
\nAgreement, and each of the Grantors hereby appoints the Borrower as its agent
\nfor service of process. Nothing in this Security Agreement or any other Loan
\nDocument will affect the right of any party to this Security Agreement to serve
\nprocess in any other manner permitted by law.<\/p>\n

8.16.5 WAIVER OF JURY TRIAL<\/u>. EACH GRANTOR HEREBY WAIVES, TO
\nTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
\nBY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
\nRELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT (WHETHER BASED ON
\nCONTRACT, TORT OR ANY OTHER THEORY). EACH GRANTOR (A) CERTIFIES THAT NO
\nREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER GRANTOR HAS REPRESENTED,
\nEXPRESSLY OR OTHERWISE, THAT SUCH OTHER GRANTOR WOULD NOT, IN THE EVENT OF
\nLITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
\nAND THE OTHER GRANTORS HAVE BEEN INDUCED TO ENTER INTO THIS SECURITY AGREEMENT
\nAND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
\nCERTIFICATIONS IN THIS SECTION.<\/strong><\/p>\n

8.17. Indemnity<\/u>. Each Grantor hereby agrees, jointly with the other
\nGrantors and severally, to indemnify the Administrative Agent and the Secured
\nParties, and their respective Related Parties (each such Person being called an
\n“Indemnitee<\/u>“), from and against any and all liabilities, damages,
\npenalties, suits, and reasonable and documented costs and expenses of any kind
\nand nature (including, without limitation, all expenses of litigation or
\npreparation therefor whether or not the Administrative Agent or<\/p>\n

21<\/p>\n

\n

any Secured Party is a party thereto) imposed on, incurred by or asserted
\nagainst the Administrative Agent or the Secured Parties, or their respective
\nsuccessors, assigns, agents and employees, in any way relating to or arising out
\nof this Security Agreement, or the manufacture, purchase, acceptance, rejection,
\nownership, delivery, lease, possession, use, operation, condition, sale, return
\nor other disposition of any Collateral (including, without limitation, latent
\nand other defects, whether or not discoverable by the Administrative Agent or
\nthe Secured Parties or any Grantor, and any claim for patent, trademark or
\ncopyright infringement); provided that such indemnity shall not, as to any
\nIndemnitee, be available to the extent that such liabilities, damages,
\npenalties, suits, or related costs and expenses are determined by a court of
\ncompetent jurisdiction by final and nonappealable judgment to have resulted from
\n(x) the gross negligence, willful misconduct or fraud of such Indemnitee or its
\nRelated Parties or (y) a material breach in bad faith by such Indemnitee or its
\nRelated Parties of their express obligations under the Loan Documents pursuant
\nto a claim initiated by the Borrower.<\/p>\n

8.18. Subordination of Intercompany Indebtedness<\/u>. Each Grantor agrees
\nthat any and all claims of such Grantor against any other Grantor (each an
\n“Obligor<\/u>“) with respect to any “Intercompany Indebtedness” (as
\nhereinafter defined), any endorser, obligor or any other guarantor of all or any
\npart of the Secured Obligations, or against any of its properties shall be
\nsubordinate and subject in right of payment to the prior payment, in full and in
\ncash, of all Secured Obligations, provided that, and not in contravention of the
\nforegoing, so long as no Payment Event of Default or Acceleration Event has
\noccurred and is continuing, such Grantor may make loans to and receive payments
\nin the ordinary course of business with respect to such Intercompany
\nIndebtedness from each such Obligor to the extent not prohibited by the terms of
\nthis Security Agreement and the other Loan Documents. Notwithstanding any right
\nof any Grantor to ask, demand, sue for, take or receive any payment from any
\nObligor, all rights, liens and security interests of such Grantor, whether now
\nor hereafter arising and howsoever existing, in any assets of any other Obligor
\nshall be and are subordinated to the rights of the Secured Parties and the
\nAdministrative Agent in those assets. No Grantor shall have any right to
\nforeclose upon any such asset, whether by judicial action or otherwise, unless
\nand until this Security Agreement has terminated in accordance with Section
\n8.14<\/u>. If all or any part of the assets of any Obligor, or the proceeds
\nthereof, are subject to any distribution, division or application to the
\ncreditors of such Obligor, whether partial or complete, voluntary or
\ninvoluntary, and whether by reason of liquidation, bankruptcy, arrangement,
\nreceivership, assignment for the benefit of creditors or any other action or
\nproceeding, or, to the extent not permitted by any of the Loan Documents, if the
\nbusiness of any such Obligor is dissolved or if substantially all of the assets
\nof any such Obligor are sold, then, and in any such event (such events being
\nherein referred to as an “Insolvency Event<\/u>“), any payment or distribution
\nof any kind or character, either in cash, securities or other property, which
\nshall be payable or deliverable upon or with respect to any indebtedness of any
\nObligor to any Grantor (“Intercompany Indebtedness<\/u>“) shall be paid or
\ndelivered directly to the Administrative Agent for application on any of the
\nSecured Obligations, due or to become due, until such Secured Obligations (other
\nthan contingent indemnity obligations) shall have first been fully paid and
\nsatisfied or, in the case of Letters of Credit, cash collateralized pursuant to
\nterms reasonably acceptable to the Administrative Agent. Should any payment,
\ndistribution, security or instrument or proceeds thereof be received by the
\napplicable Grantor upon or with respect to the Intercompany Indebtedness after
\nany Insolvency Event and prior to the termination of this Security Agreement in
\naccordance with Section 8.14<\/u>, such Grantor shall receive and hold the
\nsame in trust, as trustee, for the benefit of the Secured Parties and shall
\nforthwith deliver the same to the Administrative Agent, for the benefit of the
\nSecured Parties, for application to any of the Secured Obligations, due or not
\ndue, and, until so delivered, the same shall be held in trust by the Grantor as
\nthe property of the Secured Parties. If any such Grantor fails to make any such
\nendorsement or assignment to the Administrative Agent, the Administrative Agent
\nor any of its officers or employees is irrevocably authorized to make the same.
\nEach Grantor agrees that until the termination of this Security Agreement in
\naccordance with Section 8.14<\/u>, no Grantor will assign or transfer to any
\nPerson (other than the Administrative Agent or the Borrower or another Grantor)
\nany claim any such Grantor has or may have against any Obligor.<\/p>\n

22<\/p>\n

\n

8.19. Severability<\/u>. Any provision in this Security Agreement that is
\nheld to be inoperative, unenforceable, or invalid in any jurisdiction shall, as
\nto that jurisdiction, be inoperative, unenforceable, or invalid without
\naffecting the remaining provisions in that jurisdiction or the operation,
\nenforceability, or validity of that provision in any other jurisdiction, and to
\nthis end the provisions of this Security Agreement are declared to be severable.\n<\/p>\n

8.20. Counterparts<\/u>. This Security Agreement may be executed in
\ncounterparts (and by different parties hereto in different counterparts), each
\nof which shall constitute an original, but all of which when taken together
\nshall constitute a single contract. Delivery of an executed counterpart of a
\nsignature page of this Security Agreement by telecopy shall be effective as
\ndelivery of a manually executed counterpart of this Security Agreement.<\/p>\n

ARTICLE IX<\/p>\n

NOTICES<\/p>\n

9.1. Sending Notices<\/u>. Any notice required or permitted to be given
\nunder this Security Agreement shall be sent (and deemed received) in the manner
\nand to the addresses set forth in Section 9.01 of the Credit Agreement. Any
\nnotice delivered to the Borrower shall be deemed to have been delivered to all
\nof the Grantors.<\/p>\n

9.2. Change in Address for Notices<\/u>. Each of the Grantors, the
\nAdministrative Agent and the Lenders may change the address for service of
\nnotice upon it by a notice in writing to the other parties.<\/p>\n

ARTICLE X<\/p>\n

THE ADMINISTRATIVE AGENT<\/p>\n

JPMorgan Chase Bank, N.A. has been appointed Administrative Agent for the
\nSecured Parties hereunder pursuant to Article VIII of the Credit Agreement. It
\nis expressly understood and agreed by the parties to this Security Agreement
\nthat any authority conferred upon the Administrative Agent hereunder is subject
\nto the terms of the delegation of authority made by the Secured Parties to the
\nAdministrative Agent pursuant to the Credit Agreement, and that the
\nAdministrative Agent has agreed to act (and any successor Administrative Agent
\nshall act) as such hereunder only on the express conditions contained in such
\nArticle VIII<\/u>. Any successor Administrative Agent appointed pursuant to
\nArticle VIII of the Credit Agreement shall be entitled to all the rights,
\ninterests and benefits of the Administrative Agent hereunder.<\/p>\n

[Signature Pages Follow]<\/p>\n

23<\/p>\n

\n

IN WITNESS WHEREOF, each of the Grantors and the Administrative Agent have
\nexecuted this Security Agreement as of the date first above written.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

JDS UNIPHASE CORPORATION, as a Grantor<\/p>\n

By: \/s\/ David Vellequette<\/u><\/p>\n

Name: David Vellequette<\/p>\n

Title: Chief Financial Officer<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

JDSU ACTERNA HOLDINGS LLC, as a Grantor<\/p>\n

By: \/s\/ David Vellequette<\/u><\/p>\n

Name: David Vellequette<\/p>\n

Title: Chief Financial Officer<\/p>\n<\/td>\n

<\/td>\n\n

ACTERNA LLC, as a Grantor<\/p>\n

By: \/s\/ David Vellequette<\/u><\/p>\n

Name: David Vellequette<\/p>\n

Title: Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

ACTERNA WG INTERNATIONAL HOLDINGS LLC, as a Grantor<\/p>\n

By: \/s\/ David Vellequette<\/u><\/p>\n

Name: David Vellequette<\/p>\n

Title: Chief Financial Officer<\/p>\n<\/td>\n

<\/td>\n\n

OPTICAL COATING LABORATORY LLC, as a Grantor<\/p>\n

By: \/s\/ David Vellequette<\/u><\/p>\n

Name: David Vellequette<\/p>\n

Title: Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

JDSU OPTICAL CORPORATION, as a Grantor<\/p>\n

By: \/s\/ David Vellequette<\/u><\/p>\n

Name: David Vellequette<\/p>\n

Title: Treasurer<\/p>\n<\/td>\n

<\/td>\n\n

TTC INTERNATIONAL HOLDINGS, INC., as a Grantor<\/p>\n

By: \/s\/ David Vellequette<\/u><\/p>\n

Name: David Vellequette<\/p>\n

Title: Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to Pledge and Security Agreement<\/p>\n

\n

Acknowledged and Agreed to:<\/p>\n

JPMORGAN CHASE BANK, N.A., as Administrative Agent<\/p>\n

By: \/s\/ Gerardo B. Loera<\/u><\/p>\n

Name: Gerardo B. Loera<\/p>\n

Title: Authorized Officer<\/p>\n

Signature Page to Pledge and Security Agreement<\/p>\n

\n

EXHIBIT “A”<\/p>\n

Part A: Each Grantor153s Principal Place of Business\/Chief
\nExecutive Office: <\/u><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

1. JDS Uniphase Corporation<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

430 North McCarthy Boulevard<\/p>\n<\/td>\n<\/tr>\n

\n

Milpitas, California 95035<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

2. Acterna LLC<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

One Milestone Center Court<\/p>\n<\/td>\n<\/tr>\n

\n

Germantown, MD 20876<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

3. JDSU Optical Corporation<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

430 North McCarthy Boulevard<\/p>\n<\/td>\n<\/tr>\n

\n

Milpitas, California 95035<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

4. JDSU Acterna Holdings LLC<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

One Milestone Center Court<\/p>\n<\/td>\n<\/tr>\n

\n

Germantown, MD 20876<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

5. Acterna WG International Holdings, LLC<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

One Milestone Center Court<\/p>\n<\/td>\n<\/tr>\n

\n

Germantown, Maryland 20876<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

6. TTC International Holdings, Inc.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

One Milestone Center Court<\/p>\n<\/td>\n<\/tr>\n

\n

Germantown, Maryland 20876<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

7. Optical Coating Laboratory, LLC<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

2789 Northpoint Parkway<\/p>\n<\/td>\n<\/tr>\n

\n

Santa Rosa, California 95407<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Part B: Each Grantor153s previous names, jurisdiction of
\nformation, <\/u><\/p>\n

mergers, and consolidations (prior 5 years): <\/u><\/p>\n\n\n\n
\n

1.<\/strong><\/p>\n<\/td>\n

\n

JDS Uniphase Corporation<\/strong>:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Change in Jurisdiction: None.<\/p>\n

Prior Names\/Trade Names: JDSU<\/p>\n

Mergers\/Consolidations: Picolight Incorporated (2007), Agility
\nCommunications, Inc. (2008),<\/p>\n

American Bank Note Holographics, Inc. (2011)<\/p>\n

Acquired Business Lines: QuantaSol (2011), Agilent Network Solutions Test
\nBusiness (2010),<\/p>\n

Finisar Network Tools Business (2009), Westover Scientific Fiber Division
\n(2008)<\/p>\n\n\n\n
\n

2.<\/strong><\/p>\n<\/td>\n

\n

JDSU Acterna Holdings LLC<\/strong>:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Change in Jurisdiction: None.<\/p>\n

Prior Names\/Trade Names: Acterna, Inc.; Acterna<\/p>\n

Mergers\/Consolidations: None.<\/p>\n\n\n\n
\n

3.<\/strong><\/p>\n<\/td>\n

\n

Acterna LLC<\/strong>:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Change in Jurisdiction: None.<\/p>\n

Prior Names\/Trade Names: None.<\/p>\n

Mergers\/Consolidations: Casabyte, Inc. (2007)<\/p>\n\n\n\n
\n

4.<\/strong><\/p>\n<\/td>\n

\n

Acterna WG International Holdings, LLC<\/strong>:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Change in Jurisdiction: None.<\/p>\n

Prior Names\/Trade Names: None.<\/p>\n

Mergers\/Consolidations: None.<\/p>\n\n\n\n
\n

5.<\/strong><\/p>\n<\/td>\n

\n

Optical Coating Laboratory, LLC<\/strong>:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Change in Jurisdiction: None.<\/p>\n

Prior Names\/Trade Names: Optical Coating Laboratory, Inc.; OCLI; Flex
\nProducts; Flex<\/p>\n

Mergers\/Consolidations: None.<\/p>\n\n\n\n
\n

6.<\/strong><\/p>\n<\/td>\n

\n

JDSU Optical Corporation<\/strong>:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Change in Jurisdiction: None.<\/p>\n

Prior Names\/Trade Names: Epion Corporation<\/p>\n

Mergers\/Consolidations: None.<\/p>\n\n\n\n
\n

7.<\/strong><\/p>\n<\/td>\n

\n

TTC International Holdings, Inc<\/strong>:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Change in Jurisdiction: None.<\/p>\n

Prior Names\/Trade Names: None.<\/p>\n

Mergers\/Consolidations: None.<\/p>\n

In addition to the above, the Grantors own certain subsidiaries as reflected
\nin the organizational chart disclosed to the Administrative Agent.<\/p>\n

\n

EXHIBIT “B”<\/p>\n

Material Registered Copyrights<\/u><\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Work<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Registration No.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Registration Date<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Grantor<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

ISCSI Architecture and Instrumentation<\/p>\n<\/td>\n

<\/td>\n\n

PA 1-232-509<\/p>\n<\/td>\n

<\/td>\n\n

6-1-04<\/p>\n<\/td>\n

<\/td>\n\n

JDS Uniphase Corporation<\/p>\n<\/td>\n<\/tr>\n

\n

Serial-ATA (SATA) Protocol<\/p>\n<\/td>\n

<\/td>\n\n

Pending<\/p>\n<\/td>\n

<\/td>\n\n

4-8-09<\/p>\n<\/td>\n

<\/td>\n\n

JDS Uniphase Corporation<\/p>\n<\/td>\n<\/tr>\n

\n

Fibre Channel Over Ethernet (FCOE) Protocol<\/p>\n<\/td>\n

<\/td>\n\n

Pending<\/p>\n<\/td>\n

<\/td>\n\n

4-8-09<\/p>\n<\/td>\n

<\/td>\n\n

JDS Uniphase Corporation<\/p>\n<\/td>\n<\/tr>\n

\n

In-Depth ISCSI Networking<\/p>\n

& Troubleshooting<\/p>\n<\/td>\n

<\/td>\n\n

Pending<\/p>\n<\/td>\n

<\/td>\n\n

4-8-09<\/p>\n<\/td>\n

<\/td>\n\n

JDS Uniphase Corporation<\/p>\n<\/td>\n<\/tr>\n

\n

Serial-Attached SCSI (SAS) Protocol<\/p>\n<\/td>\n

<\/td>\n\n

TX0007057002<\/p>\n<\/td>\n

<\/td>\n\n

4-8-09<\/p>\n<\/td>\n

<\/td>\n\n

JDS Uniphase Corporation<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

EXHIBIT “C”<\/p>\n

List of Pledged Securities <\/u><\/p>\n

A. STOCKS: <\/strong><\/p>\n\n\n\n\n\n\n\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

Grantor<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Issuer<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Certificate Number<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Number of
\nShares<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Ownership Percentage<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

JDS Uniphase Corporation<\/p>\n<\/td>\n

<\/td>\n\n

JDSU Acterna Holdings LLC<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n\n

n\/a<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n

\n

JDSU Acterna Holdings LLC<\/p>\n<\/td>\n

<\/td>\n\n

Acterna LLC<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n\n

n\/a<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n

\n

Acterna LLC<\/p>\n<\/td>\n

<\/td>\n\n

Acterna WG International Holdings, LLC<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n\n

n\/a<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n

\n

JDS Uniphase Corporation<\/p>\n<\/td>\n

<\/td>\n\n

Optical Coating Laboratory, LLC<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n\n

n\/a<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n

\n

JDS Uniphase Corporation<\/p>\n<\/td>\n

<\/td>\n\n

JDSU Optical Corporation<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n\n

15,000<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n

\n

Acterna LLC<\/p>\n<\/td>\n

<\/td>\n\n

TTC International Holdings, Inc.<\/p>\n<\/td>\n

<\/td>\n\n

1-A<\/p>\n<\/td>\n

<\/td>\n\n

1,000<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B. BONDS: <\/strong><\/p>\n

None.<\/p>\n

C. GOVERNMENT SECURITIES: <\/strong><\/p>\n

None.<\/p>\n

D. OTHER SECURITIES OR OTHER INVESTMENT PROPERTY: <\/strong><\/p>\n

None.<\/p>\n

\n

EXHIBIT “D”<\/p>\n

Offices in which Financing Statements have been Filed <\/u>\n<\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

Secretary of State of the State of Delaware.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

\n

Secretary of the Commonwealth of Massachusetts.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

EXHIBIT “E”<\/p>\n

Commercial Tort Claims <\/u><\/p>\n

None.<\/p>\n

\n

EXHIBIT “F”<\/p>\n

Federal Employer Identification Number, State Organization
\nNumber, Jurisdiction of Incorporation <\/u><\/p>\n\n\n\n\n\n\n\n\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

Grantor<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Federal Employer
\nIdentification<\/strong><\/p>\n

Number<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Type of<\/strong><\/p>\n

Organization<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

State of<\/strong><\/p>\n

Organization or
\nIncorporation<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

State<\/strong><\/p>\n

Organization<\/strong><\/p>\n

Number<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

JDS Uniphase Corporation<\/p>\n<\/td>\n

<\/td>\n\n

94-2579683<\/p>\n<\/td>\n

<\/td>\n\n

Corporation<\/p>\n<\/td>\n

<\/td>\n\n

Delaware<\/p>\n<\/td>\n

<\/td>\n\n

2341359<\/p>\n<\/td>\n<\/tr>\n

\n

JDSU Acterna Holdings LLC<\/p>\n<\/td>\n

<\/td>\n\n

56-2403607<\/p>\n<\/td>\n

<\/td>\n\n

Limited Liability Company<\/p>\n<\/td>\n

<\/td>\n\n

Delaware<\/p>\n<\/td>\n

<\/td>\n\n

3715162<\/p>\n<\/td>\n<\/tr>\n

\n

Acterna LLC<\/p>\n<\/td>\n

<\/td>\n\n

73-1682809<\/p>\n<\/td>\n

<\/td>\n\n

Limited Liability Company<\/p>\n<\/td>\n

<\/td>\n\n

Delaware<\/p>\n<\/td>\n

<\/td>\n\n

2896950<\/p>\n<\/td>\n<\/tr>\n

\n

Acterna WG International Holdings, LLC<\/p>\n<\/td>\n

<\/td>\n\n

13-3317668<\/p>\n<\/td>\n

<\/td>\n\n

Limited Liability Company<\/p>\n<\/td>\n

<\/td>\n\n

Delaware<\/p>\n<\/td>\n

<\/td>\n\n

3471684<\/p>\n<\/td>\n<\/tr>\n

\n

Optical Coating Laboratory, LLC<\/p>\n<\/td>\n

<\/td>\n\n

68-0164244<\/p>\n<\/td>\n

<\/td>\n\n

Limited Liability Company<\/p>\n<\/td>\n

<\/td>\n\n

Delaware<\/p>\n<\/td>\n

<\/td>\n\n

2116933<\/p>\n<\/td>\n<\/tr>\n

\n

JDSU Optical Corporation<\/p>\n<\/td>\n

<\/td>\n\n

04-2822376<\/p>\n<\/td>\n

<\/td>\n\n

Corporation<\/p>\n<\/td>\n

<\/td>\n\n

Massachusetts<\/p>\n<\/td>\n

<\/td>\n\n

42822376<\/p>\n<\/td>\n<\/tr>\n

\n

TTC International Holdings, Inc.<\/p>\n<\/td>\n

<\/td>\n\n

04-3441050<\/p>\n<\/td>\n

<\/td>\n\n

Corporation<\/p>\n<\/td>\n

<\/td>\n\n

Delaware<\/p>\n<\/td>\n

<\/td>\n\n

2897791<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

EXHIBIT “G”<\/p>\n

Controlled Deposit Accounts <\/u><\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Grantor<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Name of Institution<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Account Number<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

None.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Controlled Securities Accounts<\/u><\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Grantor<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Name of Institution<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Account Number<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

JDS Uniphase Corporation<\/p>\n<\/td>\n

<\/td>\n\n

[***]<\/p>\n<\/td>\n

<\/td>\n\n

[***]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

[***]<\/p>\n<\/td>\n

<\/td>\n\n

[***]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[***] A PORTION OF THIS EXHIBIT HAS BEEN OMITTED AND CONFIDENTIAL TREATMENT
\nHAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES
\nAND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT
\nOF 1934, AS AMENDED.<\/p>\n

\n

EXHIBIT “H”<\/p>\n

AMENDMENT<\/p>\n

This Amendment, dated , 20 is delivered pursuant to Section 4.4 of the
\nSecurity Agreement referred to below. All defined terms herein shall have the
\nmeanings ascribed thereto or incorporated by reference in the Security
\nAgreement. The undersigned hereby certifies that the representations and
\nwarranties in Article III of the Security Agreement are and continue to be true
\nand correct in all material respects (except to the extent such representation
\nor warranty is qualified by materiality or Material Adverse Effect, in which
\ncase such representation or warranty shall be true and correct in all respects)
\nas of the date hereof (except if such representation or warranty relates to an
\nearlier date in which case such representation or warranty shall be true and
\ncorrect as of such earlier date). The undersigned further agrees that this
\nAmendment may be attached to that certain Pledge and Security Agreement, dated
\nJanuary 20, 2012, between the undersigned, as the Grantors, and JPMorgan Chase
\nBank, N.A., as the Administrative Agent, (the “Security Agreement<\/u>“) and
\nthat the Collateral listed on Schedule I<\/u> to this Amendment shall be and
\nbecome a part of the Collateral referred to in said Security Agreement and shall
\nsecure all Secured Obligations referred to in said Security Agreement.<\/p>\n

By: <\/u><\/p>\n

Name:<\/p>\n

Title:<\/p>\n

\n

SCHEDULE I TO AMENDMENT<\/p>\n

STOCKS<\/p>\n\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

Name of Grantor<\/p>\n<\/td>\n

<\/td>\n\n

Issuer<\/p>\n<\/td>\n

<\/td>\n\n

Certificate Number(s)<\/p>\n<\/td>\n

<\/td>\n\n

Number of Shares<\/p>\n<\/td>\n

<\/td>\n\n

Class of Stock<\/p>\n<\/td>\n

<\/td>\n\n

Percentage of
\nOutstanding Shares<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

BONDS<\/p>\n\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

Name of Grantor<\/p>\n<\/td>\n

<\/td>\n\n

Issuer<\/p>\n<\/td>\n

<\/td>\n\n

Number<\/p>\n<\/td>\n

<\/td>\n\n

Face Amount<\/p>\n<\/td>\n

<\/td>\n\n

Coupon Rate<\/p>\n<\/td>\n

<\/td>\n\n

Maturity<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

GOVERNMENT SECURITIES<\/p>\n\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<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Grantor<\/p>\n<\/td>\n

<\/td>\n\n

Issuer<\/p>\n<\/td>\n

<\/td>\n\n

Number<\/p>\n<\/td>\n

<\/td>\n\n

Type<\/p>\n<\/td>\n

<\/td>\n\n

Face Amount<\/p>\n<\/td>\n

<\/td>\n\n

Coupon Rate<\/p>\n<\/td>\n

<\/td>\n\n

Maturity<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

OTHER SECURITIES OR OTHER INVESTMENT PROPERTY<\/p>\n

(CERTIFICATED AND UNCERTIFICATED)<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Grantor<\/p>\n<\/td>\n

<\/td>\n\n

Issuer<\/p>\n<\/td>\n

<\/td>\n\n

Description of Collateral<\/p>\n<\/td>\n

<\/td>\n\n

Percentage Ownership Interest<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[<\/strong>Add description of custody accounts or
\narrangements with securities intermediary, if applicable] <\/strong><\/p>\n

\n

ANNEX I <\/u><\/p>\n

to<\/p>\n

PLEDGE AND SECURITY AGREEMENT<\/p>\n

Reference is hereby made to the Pledge and Security Agreement (as amended,
\nrestated, supplemented or otherwise modified from time to time, the
\n“Agreement<\/u>“), dated as of January 20, 2012, made by each of JDS UNIPHASE
\nCORPORATION, a Delaware corporation (the “Borrower<\/u>“) and the other
\nSubsidiaries of the Borrower listed on the signature pages thereto (together
\nwith the Borrower, the “Initial Grantors<\/u>“, and together with any
\nadditional Subsidiaries, including the undersigned, which become parties thereto
\nby executing a Supplement in substantially the form hereof, the
\n“Grantors<\/u>“), in favor of the Administrative Agent. Capitalized terms used
\nherein and not defined herein shall have the meanings given to them in the
\nAgreement.<\/p>\n

By its execution below, the undersigned, [NAME OF NEW GRANTOR], a [ ]
\n[corporation\/limited liability company\/limited partnership] (the “New
\nGrantor<\/u>“) agrees to become, and does hereby become, a Grantor under the
\nAgreement and agrees to be bound by the Agreement as if originally a party
\nthereto. The New Grantor hereby collaterally assigns and pledges to the
\nAdministrative Agent for the benefit of the Secured Parties, and grants to the
\nAdministrative Agent for the benefit of the Secured Parties, a security interest
\nin all of the New Grantor153s right, title and interest in and to the Collateral,
\nwhether now owned or hereafter acquired, to secure the prompt and complete
\npayment and performance of the Secured Obligations; provided<\/u> that, the
\nsecurity interest created hereunder shall not extend to, and the term
\n“Collateral” shall not include, any Excluded Assets, provided<\/u> further
\nthat, the amount of the Equity Interests in any First-Tier Foreign Subsidiary
\npledged or required to be pledged to the Administrative Agent by the New Grantor
\nhereunder or under any other Collateral Document shall be automatically limited
\nto the Voting Stock of a First-Tier Foreign Subsidiary that is also a Pledge
\nSubsidiary representing not more than 65% of the total Voting Power of all
\noutstanding Voting Stock of such First-Tier Foreign Subsidiary (and the term
\n“Collateral” shall not include any other Equity Interests of such First-Tier
\nForeign Subsidiary) provided<\/u> further that, the Equity Interests of a
\nDomestic Subsidiary or any other Person will not be pledged or required to be
\npledged to the Administrative Agent by the New Grantor hereunder or under any
\nother Collateral Document unless such Domestic Subsidiary or other Person is a
\nMaterial Domestic Subsidiary (and the term “Collateral” shall not include the
\nEquity Interests of any Person that is not a Material Domestic Subsidiary). For
\nthe avoidance of doubt, the grant of a security interest herein shall not be
\ndeemed to be an assignment of intellectual property rights owned by the New
\nGrantor. In addition, for the avoidance of doubt, it is understood and agreed
\nthat the New Grantor will not be required to (i) obtain bailee or landlord
\nwaivers in respect of any location where Inventory is stored or (ii) record with
\nthe United States Patent and Trademark Office (or any analogous domestic or
\nforeign agency or office) any security interest in any Patent or Trademark.<\/p>\n

By its execution below, the undersigned represents and warrants as to itself
\nthat all of the representations and warranties contained in the Agreement are
\ntrue and correct in all material respects as of the date hereof, except for
\nrepresentations and warranties that relate to a specific date in which case such
\nrepresentations and warranties are true and correct as of such specific date.
\nThe New Grantor represents and warrants that the supplements to the Exhibits to
\nthe Agreement attached hereto are true and correct in all respects and that such
\nsupplements set forth all information required to be scheduled under the
\nAgreement with respect to the New Grantor. The New Grantor shall take all steps
\nnecessary and required under the Agreement to perfect, in favor of the
\nAdministrative Agent, a first-priority security interest in and lien against the
\nNew Grantor153s Collateral.<\/p>\n

\n

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
\nTHE LAW OF THE STATE OF NEW YORK. <\/strong><\/p>\n

IN WITNESS WHEREOF, the New Grantor has executed and delivered this Security
\nAgreement Supplement as of this day of , 20 .<\/p>\n

[NAME OF NEW GRANTOR]<\/p>\n

By:<\/p>\n

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