GUARANTY AND COLLATERAL AGREEMENT

Exhibit 10.2

EXECUTION VERSION

GUARANTY AND COLLATERAL AGREEMENT

dated as of

April 23, 2008

among

LOCAL INSIGHT REGATTA HOLDINGS, INC.,

as Borrower,

THE GUARANTORS FROM TIME TO TIME PARTY HERETO

and

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent

TABLE OF CONTENTS

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GUARANTEE AND COLLATERAL AGREEMENT (this “ Agreement ”) dated as of April 23, 2008, among LOCAL INSIGHT REGATTA HOLDINGS, INC., a Delaware corporation (“ Borrower ”), the Guarantors from time to time party hereto (the “ Guarantors ” and the Guarantors together with Borrower, the “ Grantors ” and, each individually, a “ Grantor ”) and JPMORGAN CHASE BANK, N.A., as Collateral Agent for the Secured Parties (as defined below).

Reference is made to the Credit Agreement dated as of April 23, 2008 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Borrower, the Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “ Administrative Agent ”) for the Lenders and as Collateral Agent. The Lenders have agreed to extend credit to Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Borrower and the Guarantors will derive substantial benefits from the extension of credit to Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.01. Credit Agreement .

(a) Capitalized terms used in this Agreement and not otherwise defined in this Agreement have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined in this Agreement) and not defined in this Agreement have the meanings specified therein.

(b) The rules of construction specified in Section 1.2 of the Credit Agreement also apply to this Agreement, mutatis mutandis.

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

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

“ Article 9 Collateral ” has the meaning assigned to such term in Section 4.01.

“ Collateral ” means Article 9 Collateral and Pledged Collateral.

“ Contributing Party ” shall have the meaning assigned to such term in Section 6.02.

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

“ Copyright Security Agreement ” means an agreement substantially in the form annexed hereto as Exhibit II.

“ Copyrights ” means all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States, whether as author, assignee, transferee or otherwise and (b) all registrations and applications for registration of any such copyright in the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule III.

“ Credit Agreement ” has the meaning assigned to such term in the preliminary statement in this Agreement.

“ Federal Securities Laws ” has the meaning assigned to such term in Section 5.04.

“ General Intangibles ” means all “General Intangibles” of any Grantor as defined in Section 9-102(42) of the New York UCC.

“ Grantors ” means Borrower, the Subsidiary Guarantors and, upon and following the Holdings Accession Date, Holdings.

“ Guarantors ” the Subsidiary Guarantors and, upon and following the Holdings Accession Date, Holdings, collectively.

“ Instrument ” has the meaning specified in Article 9 of the New York UCC.

“ Investment Property ” means a security, whether certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contract or Commodity Account.

“ License ” means any Patent License, Trademark License or Copyright License.

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

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

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“ Patent Security Agreement ” means an agreement substantially in the form annexed hereto as Exhibit III.

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

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

“ Pledged Debt Securities ” has the meaning assigned to such term in Section 3.01.

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

“ Pledged Stock ” has the meaning assigned to such term in Section 3.01.

“ Proceeds ” has the meaning specified in Section 9-102 of the New York UCC.

“ Secured Obligations ” means collectively, (a) the Obligations, (b) the due and punctual payment and performance in full of all obligations of each Loan Party to the applicable Qualified Counterparty under each Specified Hedge Agreement entered into with any Qualified Counterparty and (c) the due and punctual payment and performance of all Obligations of the Loan Parties (including overdrafts and related liabilities) to the applicable Cash Management Bank under each Secured Cash Management Agreement.

“ Secured Parties ” means (a) the Lenders, (b) the Administrative Agent, (c) the Collateral Agent (d) the Issuing Bank, (e) each Qualified Counterparty, (f) each Cash Management Bank and (g) the successors and permitted assigns of each of the foregoing.

“ Security Interest ” has the meaning assigned to such term in Section 4.01.

“ Subsidiary Guarantors ” means (a) the Subsidiaries identified on Schedule I and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Guarantor after the Effective Date.

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

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“ Trademark Security Agreement ” means an agreement substantially in the form annexed hereto as Exhibit IV.

“ Trademarks ” means all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade names, domain names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule III and (b) all goodwill associated therewith.

ARTICLE II

Guarantee

Section 2.01. Guarantee .

(a) Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance in full when due of the Secured Obligations. Each Guarantor further agrees that the Secured Obligations may be extended or renewed, in whole or in part, or amended or modified, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension, renewal, amendment or modification of the Secured Obligations. To the extent permitted by applicable law, each Guarantor waives but only during the term of this Agreement, presentment to, demand of payment from and protest to Borrower or any other Loan Party of the Secured Obligations and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to fraudulent conveyances or transfers or the insolvency of debtors (after giving effect to the right of contribution established in Section 6.02).

Section 2.02. Guarantee of Payment . Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and, to the extent permitted by applicable law, waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any security held for the payment of the Secured Obligations or to any balance of any Deposit Account or credit on the books of the Collateral Agent or any other Secured Party in favor of Borrower or any other Person.

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Section 2.03. No Limitations .

(a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.13, and except to the extent the Secured Obligations have been paid (other than contingent indemnification obligations not then due or letters of credit that have been cash-collateralized in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender), the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever (other than defense of payment or performance) by reason of the invalidity, illegality or unenforceability of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, impairment of or failure to perfect any Lien held by the Collateral Agent or any other Secured Party for the payment and performance of the Secured Obligations or any of them; (iv) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations)). Each Guarantor expressly authorizes the Collateral Agent (i) to take and hold security for the payment and performance of the Secured Obligations, (ii) to exchange, waive or release any or all such security (with or without consideration), (iii) to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or (iv) to release or substitute any one or more other guarantors or obligors upon or in respect of the Secured Obligations, all without affecting the obligations of any Guarantor hereunder.

(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of Borrower or any other Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of Borrower or any other Loan Party, other than defense of performance or payment in full of all the Secured Obligations (other than contingent indemnification obligations or letters of credit that have been cash-collateralized in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender). The Collateral Agent may, at its election, but in any event subject to the provisions of Article V herein, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with Borrower or any other Loan Party or exercise any other right or remedy available to them against Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Secured Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than defense of payment or performance) arising out of any such election even though such election

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operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against Borrower or any other Loan Party, as applicable, or any security.

Section 2.04. Reinstatement . Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as applicable, if and to the extent at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by the Collateral Agent or any other Secured Party upon the bankruptcy or reorganization of Borrower, any other Loan Party or otherwise.

Section 2.05. Agreement To Pay; Subrogation . In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of Borrower or any other Loan Party to pay any Secured Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Secured Obligation. Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against Borrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI.

Section 2.06. Information . Each Guarantor assumes all responsibility for being and keeping itself informed of Borrower’s and each other Loan Party’s financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the Secured Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder and agrees that none of the Collateral Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

ARTICLE III

Pledge of Securities

Section 3.01. Pledge . As security for the payment or performance, as applicable, in full of the Secured Obligations, each Grantor hereby grants to the Collateral Agent and its permitted successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the Capital Stock of each Domestic Subsidiary and each first-tier Foreign Subsidiary owned by it and listed on Schedule II, and any other Capital Stock issued by the Borrower (upon and after the Holdings Accession Date), any Domestic Subsidiary or first-tier Foreign Subsidiary and obtained in the future by such Grantor and, to the extent certificated, the certificates representing securities in all such Capital Stock (the “ Pledged Stock ”), provided that the Pledged Stock shall not include more than 65% of the outstanding voting Capital Stock of any such Foreign Subsidiary; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities issued to such Grantor by Borrower and each Subsidiary after the Effective Date and (iii) the promissory notes and any

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other instruments evidencing such debt securities (the “ Pledged Debt Securities ”); (c) subject to Section 3.06, all payments of dividends and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a) and (b); (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the Pledged Stock and the Pledged Debt Securities; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “ Pledged Collateral ”). Notwithstanding the foregoing, Capital Stock will be excluded from the Pledged Collateral (x) in circumstances where the Collateral Agent and Borrower agree in writing that the cost of obtaining a security interest in such Capital Stock is excessive in relation to the value afforded thereby, (y) to the extent and for so long as granting a security interest in such Capital Stock (other than Capital Stock of a Wholly Owned Subsidiary which is Pledged Stock) is prohibited by a shareholder, joint-venture or similar agreement, or (z) to the extent and for so long as granting a security interest in such Capital Stock is prohibited by applicable law.

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject , however , to the terms, covenants and conditions hereinafter set forth.

Section 3.02. Delivery of the Pledged Collateral .

(a) Each Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Pledged Collateral (except as set forth in this Section 3.02) in existence on the date hereof have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank. Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificated Pledged Securities acquired after the Closing Date.

(b) Each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by any Person (other than a Loan Party) which is (A) in excess of $2,500,000 and (B) evidenced by a duly executed promissory note to be pledged and delivered to the Collateral Agent pursuant to the terms hereof.

(c) Upon delivery thereof to the Collateral Agent, any certificated Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof, provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Section 3.03. Representations, Warranties and Covenants . The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of

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the Secured Parties ( provided that, on the Closing Date, such representation and warranty under this Section 3.03 is made with respect to clause (g) only) that:

(a) As of the Closing Date, Schedule II correctly sets forth the percentage of the issued and outstanding shares (or units or other comparable measure) of each class of the Capital Stock of the issuer thereof represented by the Pledged Stock and includes all Capital Stock, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Collateral and Guarantee Requirement;

(b) to such Grantor’s knowledge, the Pledged Stock and Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Stock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof;

(c) except for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens created by any Loan Document and Liens permitted by Section 7.3 of the Credit Agreement, (iii) will not create or permit to exist any Lien on, the Pledged Collateral, other than Liens created by any Loan Document, Liens permitted by Section 7.3 of the Credit Agreement and transfers made in compliance with the Credit Agreement and (iv) will defend its title or interest thereto or therein against any and all Liens (other than Liens created by any Loan Document and Liens permitted by Section 7.3 of the Credit Agreement), however arising, of all Persons whomsoever; provided that nothing in this Agreement shall prevent any Grantor from discontinuing the operation or maintenance of any of its assets or properties if such discontinuance is permitted by the Credit Agreement;

(d) except for restrictions and limitations imposed by (i) the Loan Documents, (ii) securities laws generally or (iii) provisions in joint venture agreements relating to purchase options, rights of first refusal, tag, drag, call or similar rights of a third party that owns Capital Stock in such joint venture, the Pledged Collateral is and will continue to be freely transferable and assignable (except as permitted or disclosed in the Credit Agreement), and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provision or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect, in each case in a material adverse manner, the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

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

(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person is necessary to the validity of the pledge effected hereby

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(other than (x) as such as have been obtained and are in full force and effect or (y) the failure of which to obtain could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect); and

(g) subject to clauses (c) and (d) of this Section 3.03, by virtue of the execution and delivery by the Grantors of this Agreement, when any certificated Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain, for the benefit of the Secured Parties, a legal, valid and perfected lien under U.S. law upon and security interest in such certificated Pledged Securities as security for the payment and performance of the Secured Obligations.

Section 3.04. Certification of Limited Liability Company and Limited Partnership Interests .

(a) Each Grantor acknowledges and agrees that, to the extent any membership interest in any limited liability company or partnership interest in any limited partnership acquired by such Grantor after the Effective Date and constituting Pledged Securities herein shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC, such Grantor shall, to the extent permitted by applicable law, use reasonable best efforts to cause the issuer thereof to issue the corresponding certificates.

(b) Each Grantor further acknowledges and agrees that (i) the interests in any limited liability company or limited partnership controlled by such Grantor and required to be pledged hereunder that are not represented by a certificate are not “securities” within the meaning of Article 8 of the New York UCC and (ii) such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC or cause the issuer thereof to issue any certificate representing such interest, unless such Grantor provides prompt written notification to the Collateral Agent of such election and promptly (but in no case later than 10 Business Days) pledges any such certificate to the Collateral Agent pursuant to the terms hereof; provided , however , that this Section 3.04 shall not apply to any Capital Stock in limited liability companies or limited partnerships which may not be pledged, assigned or otherwise encumbered pursuant to applicable Federal, state or local laws, rules or regulations related to the practice of medicine or the healthcare industry generally.

Section 3.05. Registration in Nominee Name; Denominations . The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion, but subject to the terms and provisions of the Credit Agreement and Article V herein) to hold the Pledged Securities in the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent or, upon the occurrence and during the continuation of an Event of Default, and subject to the rights and remedies set forth in Section 8.1(f) of the Credit Agreement and Article V herein, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). The Collateral Agent shall at all times upon the occurrence and during the continuation of an Event of Default but subject to the terms and provisions of the Credit Agreement and Article V herein have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

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Section 3.06. Voting Rights; Dividends and Interest .

(a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have delivered no less than 5 Business Days’ notice to the Grantors in accordance with Section 3.06(d) hereof of its intention to suspend their rights under this Section 3.06:

(i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms in this Agreement, the Credit Agreement and the other Loan Documents.

(ii) The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws, provided that any noncash (w) dividends, (x) interest, (y) principal or (z) other distributions that would constitute Pledged Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Capital Stock of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement as described in Section 3.03(c) or otherwise).

(b) Upon the occurrence and during the continuation of an Event of Default, after the Collateral Agent shall have delivered no less than 5 Business Days’ notice to the Grantors in accordance with Section 3.06(d) hereof of its intent to suspend their rights under paragraph (a)(iii) of this Section 3.06, all rights of any Grantor to dividends or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and the Collateral Agent, with the consent of the Required Lenders may, or upon the request of the Required Lenders shall have all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends or other distributions. Notwithstanding the foregoing, each Grantor shall be permitted to receive all dividends and other distributions paid in respect of the Pledged Securities, to the extent permitted in the Credit Agreement. All dividends or other distributions

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received by any Grantor contrary to the provisions of this Section 3.06 shall be held in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.02. After all Events of Default have been cured or waived and Borrower has delivered to the Collateral Agent a certificate to that effect, each Grantor shall automatically regain its rights under Section 3.06(a)(iii) and the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 3.06 and that remain in such account.

(c) Upon the occurrence and during the continuation of an Event of Default, after the Collateral Agent shall have delivered no less than 5 Business Days’ notice to the Grantors in accordance with Section 3.06(d) hereof of its intent to suspend their rights under paragraph (a)(i) of this Section 3.06, all rights of any Grantor to exercise the voting and other consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 3.06, shall cease, and the Collateral Agent, with the consent of the Required Lenders may, or upon the request of the Required Lenders, shall have all such rights thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and other consensual rights and powers. Notwithstanding the foregoing, each Grantor shall be permitted to exercise all voting and corporate rights with respect to the Pledged Securities, to the extent permitted in the Credit Agreement. After all Events of Default have been cured or waived, the Grantors shall have the right to exercise the voting and consensual rights and powers that they would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

(d) Any notice given by the Collateral Agent to the Grantors suspending their rights under paragraph (a) of this Section 3.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 3.06 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

ARTICLE IV

Security Interests in Personal Property

Section 4.01. Security Interest .

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

(i) all Accounts;

(ii) All Chattel Paper;

(iii) all Documents;

(iv) all Equipment;

(v) all General Intangibles (except as otherwise provided herein);

(vi) all Instruments;

(vii) all Inventory;

(viii) all Investment Property (except as otherwise excluded herein);

(ix) all Letter-of-credit rights (except as otherwise provided herein);

(x) Money and all Deposit Accounts and Securities Accounts;

(xi) Intellectual Property;

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

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

Notwithstanding the foregoing, the Article 9 Collateral shall not include (i) any Equipment that is subject to a purchase money lien or capital lease permitted under the Credit Agreement to the extent the documents relating to such purchase money lien or capital lease would not permit such Equipment to be subject to the Security Interests created hereby, (ii) any property to the extent that such grant of a security interest is prohibited by any Requirements of Law of any Governmental Authority, (iii) any contract, license, agreement, or permit to the extent that such grant of a security interest therein constitutes a breach or default under or results in termination of any such contract, license, agreement, or permit or any rights of the applicable Grantor therein, (iv) any Investment Property or Pledged Securities (other than Capital Stock of a Wholly Owned Subsidiary which is Pledged Stock), to the extent and for so long as that granting a security interest in such Investment Property or Pledged Securities is prohibited by a shareholder, joint-venture or similar agreement, except, in each case of clauses (ii), (iii) and (iv) above, to the

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extent that such Requirement of Law or the provision of such contract, license, agreement, permit or shareholder or similar agreement giving rise to such prohibition, breach, default or termination is ineffective under applicable law, (v) any United States intent-to-use trademark application to the extent and for so long as creation by a Grantor of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application, (vi) any leasehold interest related to real estate, (vii) motor vehicles and other property subject to certificates of title and (viii) Article 9 Collateral in circumstances where the Administrative Agent and the Borrower agree in writing the cost of obtaining a security interest in such assets are excessive in relation to the value afforded thereby.

(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as “all assets” of such Grantor or such description as the Collateral Agent may determine and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, including the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

(d) Notwithstanding anything herein to the contrary, in no event shall any Grantor be required to (x) perfect a security interest in (A) any foreign Intellectual Property or (B) in any goods covered by a certificate of title, (y) deliver (A) control agreements, (B) landlord waivers, (C) bailee letters or (D) other similar third-party documents or (z) deliver foreign security documents.

Section 4.02. Representations and Warranties . The Grantors jointly and severally represent and warrant to the Collateral Agent and the other Secured Parties ( provided that, on the Closing Date, such representation and warranty under this Section 4.02 is made with respect to clause (b) only) that:

(a) Each Grantor has full corporate or other organizational power and authority to grant to the Collateral Agent, for the benefit of the Secured Parties, the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms in this Agreement, without the consent or ap-

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proval of any other Person other than any consent or approval that has been obtained or that is immaterial except as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or providing for relief of debtors and by general equitable principals (whether enforcement is sought by proceedings in equity or at law).

(b) The Security Interest constitutes (i) a legal and valid security interest under U.S. law in all the Article 9 Collateral securing the payment and performance of the Secured Obligations, (ii) subject to the filings in each governmental, municipal or other office specified in Schedule II, a perfected first priority security interest in all Article 9 Collateral in which a security interest under U.S. law may be perfected by filing, recording or registering (A) a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdictions and (B) a Patent Security Agreement, a Trademark Security Agreement or a Copyright Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable.

(c) The Article 9 Collateral is and shall be owned by the Grantors free and clear of any Lien, except for Liens permitted pursuant to Section 7.3 of the Credit Agreement. Except with respect to Liens permitted pursuant to Section 7.3 of the Credit Agreement, none of the Grantors has filed or consented to the filing of any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral.

Section 4.03. Covenants .

(a) Except with respect to name changes set forth in Schedule 4.03(a) (collectively, the “ Pre-Approved Name Changes ”), each Grantor agrees promptly (but in no case more than 30 days) to notify the Collateral Agent in writing of any change (i) in its legal name, (ii) in the location of its chief executive office or its principal place of business, (iii) in its identity or type of organization or corporate structure, (iv) in its Federal Taxpayer Identification Number or organizational identification number or (v) in its jurisdiction of organization. Each Grantor agrees to promptly provide the Collateral Agent with certified organizational documents reflecting any of the changes described in the first sentence of this Section 4.03(a). Except with respect to name changes set forth in Schedule 4.03(a) , each Grantor agrees not to effect or permit any change referred to in the second preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest (subject to Liens permitted under Section 7.3 of the Credit Agreement) in the Article 9 Collateral; provided that the Grantors shall notify the Collateral Agent promptly (but in no case more than 30 days) upon registration of the Pre-Approved Name Changes in order to allow the Collateral Agent to make all such filings.

(b) [ Reserved .]

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(c) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.1(a) of the Credit Agreement and, from time to time (up to four times per fiscal year or unlimited number of times if an Event of Default is continuing) as the Collateral Agent may reasonably request, Borrower shall deliver to the Collateral Agent a certificate executed by a Financial Officer of Borrower setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no material change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section 4.03(c). Each certificate delivered pursuant to this Section 4.03(c) shall identify in the format of Schedule III all Intellectual Property of any Grantor in existence on the date thereof and not then listed on such Schedules or previously so identified to the Collateral Agent.

(d) Each Grantor shall, at its own expense, take any and all commercially reasonable actions to defend title to the Article 9 Collateral (other than Article 9 Collateral that is deemed by the board of directors of such Grantor to be immaterial to the conduct of its business) against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.3 of the Credit Agreement. Nothing in this Agreement shall prevent any Grantor from discontinuing the operation or maintenance of any of its assets or properties if such discontinuance is (x) in the judgment of its board of directors, desirable in the conduct of its business and (y) permitted by the Credit Agreement.

(e) [ Reserved .]

(f) [ Reserved .]

(g) Upon the occurrence and during the continuation of an Event of Default, at its option, the Collateral Agent may discharge past due Taxes, assessments, charges, fees or Liens at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.3 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent promptly upon demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization, provided that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees, Liens and maintenance as set forth in this Agreement or in the other Loan Documents.

(h) [ Reserved .]

(i) Each Grantor shall remain liable to observe and perform all the conditions and material obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, unless the failure to do so would cause a Material Adverse Effect.

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(j) None of the Grantors shall grant any Liens in the Article 9 Collateral, except as permitted by the Credit Agreement. Subject to the immediately following sentence, none of the Grantors shall make or permit to be made any transfer of the Article 9 Collateral and each Grantor shall remain at all times in possession of the Article 9 Collateral owned by it, except as (i) permitted by Sections 7.3 and 7.5 of the Credit Agreement, (ii) is in transit between Grantor’s locations, and (iii) Article 9 Collateral delivered to third parties for repair or refurbishing in the ordinary course of business.

(k) None of the Grantors will, without the Collateral Agent’s prior written consent, grant any extension of the time of payment of any Accounts included in the Article 9 Collateral, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than compromises, compoundings, settlements and collections made in the ordinary course of business or in accordance with the reasonable business judgment of such Grantor.

(l) The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Inventory and Equipment in accordance with the requirements set forth in Section 6.5 of the Credit Agreement. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuation of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required under the Credit Agreement or to pay any premium in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole reasonable discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent deems advisable. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, out-of-pocket expenses and other charges relating thereto, shall be payable, promptly upon demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.

Section 4.04. Instruments and Tangible Chattel Paper . Each Grantor represents and warrants that each Instrument and each item of Tangible Chattel Paper, other than any of the foregoing issued in the ordinary course of business, with a value in excess of $2,500,000 in existence on the date hereof has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any Grantor shall at any time hold or acquire any Instruments or Tangible Chattel Paper with a value in excess of $2,500,000 or any such Instrument or Tangible Chattel Paper with a value that when taken together with the value of any Instrument or Tangible Chattel Paper not previously endorsed, assigned and delivered to the Collateral Agent exceeds $2,500,000, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such un-

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dated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Section 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral .

(a) Each Grantor agrees that it will not do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby it is reasonably foreseeable any Patent that is material to the conduct of such Grantor’s business would become invalidated or dedicated to the public, (except at the end of its statutory term) and agrees that it shall continue to mark any products covered by a Patent with the relevant patent number as necessary and sufficient in its reasonable business judgment to establish and preserve its material rights under applicable patent laws.

(b) Except as could reasonably not be expected to result in a Material Adverse Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration (or, if such Trademark is unregistered, display such Trademark with notice as required for unregistered Trademarks) to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in any violation of any third party rights.

(c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient in its reasonable judgment to establish and preserve its material rights under applicable copyright laws, except at the end of its statutory term.

(d) Each Grantor shall notify the Collateral Agent as soon as reasonably practicable (but in any event within 5 Business Days) if it knows that any Patent, Trademark or Copyright material to the conduct of its business could reasonably be expected to become abandoned, lost or dedicated to the public (except at the end of its statutory term), or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same.

(e) Whenever any Grantor, either itself or through any agent, employee, licensee or designee, shall file an application with respect to any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States, such Grantor shall report such filing to the Collateral Agent concurrently with the delivery of the financial statements referred to in Section 6.1(a) or 6.1(b) in the Credit Agreement. Upon request of the Collateral Agent, such Grantor shall execute and deliver any and all

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agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Patent, Trademark or Copyright.

(f) Each Grantor will take all commercially reasonably necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each registration or application that is material to the conduct of such Grantor’s business relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business j