PLEDGE AND SECURITY AGREEMENT

Security Agreement

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INTERNAP NETWORK SERVICES CORP | BANK OF AMERICA, N.A

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Title: PLEDGE AND SECURITY AGREEMENT
Governing Law: Georgia Date: 9/19/2007
Industry: Communications Services Sector: Services

Exhibit 10.2

PLEDGE AND SECURITY AGREEMENT

Dated as of September 14, 2007

among

INTERNAP NETWORK SERVICES CORPORATION,

and

CERTAIN OF ITS SUBSIDIARIES

party hereto from time to time,

as Grantors,

and

BANK OF AMERICA, N.A.,

as Administrative Agent.

TABLE OF CONTENTS


Article	Section	Page

ARTICLE I		DEFINITIONS	1
	SECTION 1.01	Credit Agreement Definitions and Construction	1
	SECTION 1.02	UCC Definitions	2
	SECTION 1.03	Other Defined Terms	2

ARTICLE II		PLEDGED COLLATERAL	9
	SECTION 2.01	Pledged Collateral	9
	SECTION 2.02	Delivery of the Pledged Collateral	10
	SECTION 2.03	Agreements of Issuers	10
	SECTION 2.04	Representations, Warranties and Covenants with respect to Pledged Collateral	11
	SECTION 2.05	Voting Rights; Dividends and Interest, etc	13
	SECTION 2.06	Registration in Nominee Name; Denominations	15
	SECTION 2.07	Release; Termination	15

ARTICLE III		SECURITY INTERESTS IN PERSONAL PROPERTY	15
	SECTION 3.01	The Security Interests	15
	SECTION 3.02	Filing Authorization	17
	SECTION 3.03	Continuing Security Interest; Transfer of Credit Extensions	17
	SECTION 3.04	Grantors Remain Liable	18
	SECTION 3.05	Security Interest Absolute	18
	SECTION 3.06	Waiver of Subrogation	19
	SECTION 3.07	Release; Termination	19

ARTICLE IV		PERFECTION OF SECURITY INTERESTS; REPRESENTATIONS AND WARRANTIES	20
	SECTION 4.01	Perfection of Security Interest	20
	SECTION 4.02	Representations and Warranties	24

ARTICLE V		COVENANTS	25
	SECTION 5.01	Perfection of Security Interests	25
	SECTION 5.02	Covenants Regarding Patent, Trademark and Copyright Collateral	27

ARTICLE VI		REMEDIES; RIGHTS UPON DEFAULT	29
	SECTION 6.01	Remedies upon Default	29
	SECTION 6.02	Application of Proceeds	31
	SECTION 6.03	Grant of License to Use Intellectual Property	31
	SECTION 6.04	Securities Act, etc	31
	SECTION 6.05	Expenses; Indemnification	32

ARTICLE VII		MISCELLANEOUS	33
	SECTION 7.01	Notices	33
	SECTION 7.02	Amendments, etc.; Additional Grantors; Successors and Assigns	33
	SECTION 7.03	Survival of Agreement	34
	SECTION 7.04	Administrative Agent Appointed Attorney-in-Fact	34
	SECTION 7.05	Counterparts	35
	SECTION 7.06	Severability	35
	SECTION 7.07	GOVERNING LAW; JURISDICTION; ETC	35
	SECTION 7.08	WAIVER OF JURY TRIAL	36
	SECTION 7.09	ENTIRE AGREEMENT	37
	SECTION 7.10	Mortgages	37
	SECTION 7.11	No Waiver; Remedies	37
	SECTION 7.12	Headings	37

Schedules

Schedule 1

Subsidiary Grantors

Schedule 2

Commercial Tort Claims

Schedule 3

Place of Incorporation, Organizational Numbers, Chief Executive Office and Principal Place of Business; Locations of Records

Schedule 4

Pledged Collateral

Schedule 5

Locations and Descriptions of Equipment and Inventory

Schedule 6

Trade Names, Division Names, etc.

Schedule 7

Required Filings and Recordings; Existing Liens

Schedule 8

Patents and Patent Applications

Schedule 9

Trademarks and Trademark Applications

Schedule 10

Copyrights and Copyright Applications

Schedule 11

Licenses and Material Contracts

Schedule 12

Deposit Accounts and Security Accounts

Schedule 13

Real Property and Leased Real Property and Motor Vehicles

Exhibits

Exhibit A

Form of Security Agreement Supplement

Exhibit B

Form of Acknowledgment and Agreement

Exhibit C

Form of IP Security Agreement Supplement

This PLEDGE AND SECURITY AGREEMENT, dated as of September 14, 2007 (this “ Agreement ”), among INTERNAP NETWORK SERVICES CORPORATION , a Delaware corporation (the “ Borrower ”), each Subsidiary (such term and the other capitalized terms used herein shall have the meanings assigned thereto in Article I of this Agreement) of the Borrower identified on the signature pages hereof and each Subsidiary of the Borrower that hereafter becomes a party hereto from time to time pursuant to a Joinder Agreement (all such Subsidiaries, the “ Subsidiary Grantors ” and, together with the Borrower, hereinafter collectively referred to as the “ Grantors ”, and each individually as a “ Grantor ”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”) for the Secured Parties.

RECITALS

WHEREAS, pursuant to the Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer party thereto, and the other Loan Documents referred to therein, the Lenders, the L/C Issuer and the other Secured Parties have agreed to make and continue to make Credit Extensions to or for the benefit of the Borrower;

WHEREAS, the obligations of the Lenders to make and continue to make such Credit Extensions under the Credit Agreement are conditioned upon, among other things, the execution and delivery of this Agreement by each Grantor; and

WHEREAS, to obtain such benefits each Grantor is willing to grant a Lien on the Collateral of such Grantor in favor of the Administrative Agent for the benefit of the Secured Parties as collateral security for its Obligations as hereinafter provided;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees, for the benefit of each Secured Party, as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Credit Agreement Definitions and Construction . Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in Section 1.01 of the Credit Agreement. The rules of construction specified in Sections 1.02 through 1.03 of the Credit Agreement also apply to this Agreement.

SECTION 1.02 UCC Definitions . All terms defined in the UCC and not defined in this Agreement have the meanings specified therein.

SECTION 1.03 Other Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ Account ” means a right to payment of a monetary obligation, whether or not earned by performance (and shall include invoices, contracts, rights, accounts receivable, notes, refunds, indemnities, interest, late charges, fees, undertakings, and all other obligations and amounts owing to any Grantor from any Person): (a) for property that has been or is to be sold, leased, licensed, assigned or otherwise disposed of; (b) for services rendered or to be rendered; (c) for a policy of insurance issued or to be issued; (d) for a secondary obligation incurred or to be incurred; (e) for energy provided or to be provided; or (f) arising out of the use of a credit or charge card or information contained on or for use with the card.

“ Account Control Agreement ” means an account control agreement in form and substance reasonably satisfactory to the Administrative Agent, entered into among a Grantor, the Administrative Agent and the bank or Securities Intermediary where a Deposit Account or Securities Account, respectively, of such Grantor is maintained.

“ 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.

“ Acknowledgment and Agreement ” means an acknowledgment in the form of Exhibit B hereto, or otherwise in form and substance reasonably acceptable to the Administrative Agent, with respect to the collateral assignment by the applicable Grantor hereunder of its rights under any Material Contract, duly executed by the other party or parties to such Material Contract.

“ Administrative Agent ” has the meaning specified in the preamble hereto.

“ Borrower ” has the meaning specified in the preamble hereto.

“ Chattel Paper ” means a record or records that evidence both a monetary obligation and a security interest in specific goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and license of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the goods.

“ Collateral ” has the meaning specified in Section 3.01 .

“ Commercial Tort Claim ” means a claim arising in tort with respect to which the claimant is a Grantor.

“ Copyright License ” means any written agreement, now or hereinafter in effect, granting any right to any third party under any Copyright now or hereafter owned by any Grantor or that any 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.

“ 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 or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule 10 hereto for such Grantor, as such schedule may be supplemented from time to time.

“ Credit Agreement ” has the meaning specified in the recitals hereto.

“ Deposit Account ” means a demand, time, savings, passbook, or similar account (including all bank accounts, collection accounts and concentration accounts, together with all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts) maintained by or in the name of any Grantor with a bank, including, without limitation, all such accounts listed on Schedule 12 hereto, as such schedule may be supplemented from time to time.

“ Documents ” means a document of title or a receipt of the type described in Section 7-201(2) of the UCC.

“ Electronic Chattel Paper ” means Chattel Paper evidenced by a record or records consisting of information stored in an electronic medium.

“ Entitlement Holder ” means a Person identified in the records of a Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary. If a Person acquires a Security Entitlement by virtue of Section 8-501(b)(2) or (3) of the UCC, such Person is the Entitlement Holder.

“ Equipment ” means all machinery, equipment in all its forms, wherever located, including, without limitation, all repair equipment, office equipment, Motor Vehicles, furniture and furnishings, all other property similar to the foregoing (including tools, parts and supplies of every kind and description), components, parts and accessories installed thereon or affixed thereto and all parts thereof, and all Fixtures and all accessories, additions, attachments, improvements, substitutions and replacements thereto and therefor.

“ Federal Securities Laws ” has the meaning specified in Section 6.04 .

“ Financial Asset ” means, except as otherwise provided in Section 8-103 of the UCC:

(a) a Security;

(b) an obligation of a Person or a share, participation or other interest in a Person or in property or an enterprise of a Person, which is, or is of a type, dealt with in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or

(c) any property that is held by a Securities Intermediary for another Person in a Securities Account if the Securities Intermediary has expressly agreed with the other Person that the property is to be treated as a Financial Asset under Article 8 of the UCC. As the context requires, the term Financial Asset means either the interest itself or the means by which a Person’s claim to it is evidenced, including a certificated or uncertificated Security, a certificate representing a Security or a Security Entitlement.

“ Fixtures ” means all items of Goods, whether now owned or hereafter acquired, of any Grantor that become so related to particular real property that an interest in them arises under any real property law applicable thereto.

“ General Intangibles ” means all “General Intangibles” as defined in the UCC, including things in action and all other intangible personal property of any Grantor of every kind and nature (other than Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Goods, Instruments, Investment Property, Letter-of-Credit Rights, Letters of Credit, and money) now owned or hereafter acquired by such Grantor, including corporate, limited liability company, limited partnership or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Contracts and other agreements), Intellectual Property, Payment Intangibles and tax refund claims.

“ Goods ” means all things that are movable when a security interest attaches (including (a) Fixtures and (b) computer programs embedded in goods and any supporting information provided in connection with a transaction relating to the program if (i) the program is associated with the goods in such a manner that is customarily considered part of the goods, or (ii) by becoming the owner of the goods, a Person acquires a right to use the program in connection with the goods).

“ Governmental License ” means, with respect to each Grantor, each license from a Governmental Authority which is necessary to the normal conduct of the business of such Grantor as conducted on the date hereof, except to the extent the failure to maintain such license would not reasonably be expected to have a Material Adverse Effect.

“ Grantors ” has the meaning specified in the preamble hereto.

“ Indemnitee ” has the meaning specified in Section 6.05(b) .

“ Instrument ” means a negotiable instrument or any other writing that evidences a right to the payment of a monetary obligation, is not itself a security agreement or lease, and is of a type that in ordinary course of business is transferred by delivery with any necessary endorsement or assignment.

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

“ Intellectual Property Security Agreement ” means an agreement with respect to the security interest granted by any Grantor pursuant to this Agreement in the Copyrights, Patents or Trademarks of such Grantor which are registered under the federal Laws of the United States of America or the Laws of any foreign country, which agreement shall be in substantially the form of Exhibit G to the Credit Agreement and otherwise in form for filing in the United States Patent and Trademark Office, the United States Copyright Office or in the corresponding filing office under the Laws of such foreign jurisdiction, as applicable, from such Grantor, as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“ Inventory ” means Goods, other than farm products, which: (a) are leased by a Person as lessor; (b) are held by a Person for sale or lease or to be furnished under a contract of service; (c) are furnished by a Person under a contract of service; or (d) consist of raw materials, work in process, or materials used or consumed in a business, and includes, without limitation, (i) finished goods, returned goods and materials and supplies of any kind, nature or description which are or might be used in connection with the manufacture, packing, shipping, advertising, selling or finishing of any of the foregoing, (ii) all goods in which a Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which a Grantor has an interest or right as consignee), (iii) all goods which are returned to or repossessed by any Grantor, and (iv) all accessions thereto, products thereof and documents therefor.

“ Investment Property ” means all Securities (whether certificated or uncertificated), Security Entitlements, Securities Accounts, Financial Assets, commodity contracts and commodity accounts of each Grantor; provided , however , that Investment Property shall not include any Securities constituting Pledged Collateral and identified on Schedule 4 hereto, as such Schedule may be supplemented from time to time.

“ IP Security Agreement Supplement ” means a supplement, in the form of Exhibit E hereto, to the Intellectual Property Security Agreement executed and delivered by each applicable Grantor from time to time upon either (i) the acquisition of any Copyrights, Patents or Trademarks by such Grantor or (ii) the execution of a Joinder Agreement by such Grantor.

“ Letter-of-Credit Right ” means a right to payment or performance under a letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance, but excludes the right of a beneficiary to demand payment or performance under a letter of credit.

“ License ” means any Patent License, Trademark License, Copyright License or other intellectual property license or sublicense as to which any Grantor is now or hereafter a party.

“ Motor Vehicles ” means all titled vehicles of any kind (including any trailers and aircraft).

“ 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 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 Patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

“ Patents ” means all right, title and interest of any Person in and to all of the following, whether now owned or hereafter acquired:

(a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including all such patents, registrations, recordings and applications of the Grantors described on Schedule 8 hereto, as such schedule may be supplemented from time to time; 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, sell and/or offer to sell the inventions disclosed or claimed therein.

“ Payment Intangible ” means a general intangible under which the account debtor’s principal obligation is a monetary obligation.

“ Permitted Liens ” means Liens permitted under Section 7.01 of the Credit Agreement.

“ Pledged Collateral ” has the meaning specified in Section 2.01 .

“ Pledged Debt ” has the meaning specified in Section 2.01 .

“ Pledged Equity ” has the meaning specified in Section 2.01 .

“ Pledged Securities ” means any promissory notes, stock certificates or instruments, certificates and other documents representing or evidencing any of the Pledged Debt or Pledged Equity, as the case may be.

“ Proceeds ” means the following property:

(a) whatever is acquired upon the sale, lease, license, exchange, or other disposition of the Collateral;

(b) whatever is collected on, or distributed on account of, the Collateral;

(d) to the extent of the value of the Collateral and to the extent payable to the debtor or the secured party, insurance payable by reason of the loss or nonconformity of, defects or infringement of rights in, or damage to, the Collateral.

“ Schedules ” means the schedules to this Agreement, as supplemented from time to time by a Security Agreement Supplement.

“ Securities ” means, except as otherwise provided in Section 8-103 of the UCC, any obligations of an issuer or any shares, participations or other interests in an issuer or in property or an enterprise of an issuer which

(a) are represented by a certificate representing a security in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;

(b) are one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations; and

(c) (i) are, or are of a type, dealt with or traded on securities exchanges or securities markets or (ii) are a medium for investment and by their terms expressly provide that they are a security governed by Article 8 of the UCC.

“ Securities Account ” means an account to which a Financial Asset is or may be credited in accordance with an agreement under which the Person maintaining the account undertakes to treat the Person for whom the account is maintained as entitled to exercise rights that comprise the Financial Asset, including, without limitation, all such accounts listed on Schedule 12 hereto, as such schedule may be supplemented from time to time.

“ Security Agreement Supplement ” means a Supplement to this Agreement in the form of Exhibit B executed by each additional Grantor and delivered to the Administrative Agent pursuant to Section 6.12(a) of the Credit Agreement.

“ Security Entitlements ” means the rights and property interests of an Entitlement Holder with respect to a Financial Asset.

“ Security Interest ” has the meaning specified in Section 3.01 .

“ Security Intermediary ” means:

(a) a clearing corporation; or

(b) a Person, including a bank or broker, that in the ordinary course of its business maintains Securities Accounts for others and is acting in that capacity.

“ Software ” means a computer program and any supporting information provided in connection with a transaction relating to the program, not including a computer program that is included in the definition of Goods.

“ Subsidiary Grantor ” has the meaning specified in the preamble hereto.

“ Supporting Obligation ” means a Letter-of-Credit Right or secondary obligation that supports the payment or performance of an Account, Chattel Paper, Document, General Intangible, Instrument or Investment Property, including, without limitation, all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such Accounts, Chattel Paper, Documents, General Intangible, Instruments or Investment Property, including Goods represented by the sale or lease of delivery which gave rise to any of the foregoing, returned or repossessed merchandise and rights of stoppage in transit, replevin, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party.

“ Tangible Chattel Paper ” means Chattel Paper evidenced by a record or records consisting of information that is inscribed on a tangible medium.

“ Termination Date ” means (a) for all Loan Parties, the date on which all of the following events occur: (i) the payment in full in cash of the Obligations of all the Loan Parties; (ii) the termination or expiration of the Availability Period; and (iii) the termination or expiration of all Letters of Credit; or (b) for any Grantor other than the Borrower, the date on which (i) the Loan Parties sell all of the outstanding capital stock of such Grantor to a Person other than a Loan Party in a transaction permitted by the Credit Agreement or (ii) such Grantor no longer constitutes a Subsidiary of the Borrower pursuant to a transaction permitted by Section 7.04 of the Credit Agreement.

“ Trademark License ” means any written agreement, now or hereafter in effect, granting to any third party any right to use any 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.

“ Trademarks ” means all of the following now or hereafter owned by any Grantor, (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications filed in connection therewith, including registrations and applications in the United States Patent and Trademark Office, any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including, without limitation, those listed on Schedule 9 hereto, as such schedule may be supplemented from time to time, (b) all goodwill associated therewith and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

ARTICLE II

PLEDGED COLLATERAL

SECTION 2.01 Pledged Collateral . The Collateral pledged by each Grantor under this Agreement shall include all of such Grantor’s right, title and interest in, to and under the following Equity Interests and Indebtedness now owned or hereafter acquired by such Grantor (collectively, the “ Pledged Collateral ”):

(a) Pledged Equity . (i) The shares of capital stock, membership interests, limited partnership interests and other Equity Interests in any Person owned by such Grantor on the Closing Date and listed opposite the name of such Grantor on Schedule 4 , (ii) any other Equity Interests of any Person obtained in the future by such Grantor and identified in a supplement to Schedule 4 attached to a Security Agreement Supplement and (iii) any certificates representing all such Equity Interests (collectively, the “ Pledged Equity ”); provided , however , that the Pledged Equity of any Grantor shall not include (A) more than 65% of the aggregate issued and outstanding voting Equity Interests of any Foreign Subsidiary owned directly by such Grantor, or (B) any Equity Interest in any Person which is evidenced by a Security or a Security Entitlement which is maintained in a Securities Account which is either (1) maintained with the Administrative Agent or (2) maintained with any other Securities Intermediary; provided that upon the occurrence of an Event of Default, the Administrative Agent may require that any such other Securities Intermediary enter into an Account Control Agreement with the Administrative Agent with respect to such Securities Account.

(b) Pledged Debt . (i) The promissory notes and debt securities of any other Person owned by such Grantor on the Closing Date evidencing the loans or advances for money borrowed made by such Grantor which are outstanding on the Closing Date, in each case, which are listed opposite the name of such Grantor on Schedule 4 , (ii) any promissory notes, and debt securities, issued to such Grantor by any other Person and evidencing loans or advances for money borrowed made by such Grantor and identified in a supplement to Schedule 4 attached to a Security Agreement Supplement and (iii) the promissory notes and any other instruments as may hereafter be issued to evidence such loans or advances for money borrowed (collectively, the “ Pledged Debt ”).

(c) Distributions . Subject to Section 2.05 , all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of the items referred to in clauses (a) and (b) above.

(d) Rights and Privileges . Subject to Section 2.05 , all rights and privileges of such Grantor with respect to the securities, instruments and other property referred to in clauses (a), (b) and (c) above.

(e) Proceeds . All Proceeds of any of the foregoing.

SECTION 2.02 Delivery of the Pledged Collateral . (a) Certificated Collateral . Each Grantor agrees promptly to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities representing any Pledged Equity or Pledged Debt, as the case may be.

(b) [Intentionally Omitted].

(c) Stock Powers . Upon delivery to the Administrative Agent, any Pledged Securities shall be accompanied by stock powers, bond powers or other instruments of transfer reasonably satisfactory to the Administrative Agent duly executed in blank by the applicable Grantor and such other instruments and documents as the Administrative Agent may reasonably request. Unless previously delivered with this Security Agreement or any Security Agreement Supplement, as the case may be, each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Collateral evidenced thereby, which schedule shall be attached hereto as a supplement to Schedule 4 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 be in form and substance reasonably acceptable to the Administrative Agent and shall supplement any prior schedules so delivered.

(d) Uncertificated Collateral . With respect to any Pledged Equity owned by any Grantor that constitutes an uncertificated security of a Subsidiary or Affiliate of such Grantor, such Grantor will cause the issuer thereof (if, either individually or together with the Borrower and its other Affiliates, it controls such issuer) or will use commercially reasonable efforts to cause such issuer (if it does not so control such issuer) either (i) to register the Administrative Agent as the registered owner of such Pledged Equity or (ii) (A) to acknowledge the security interest of the Administrative Agent in such Pledged Equity granted hereunder, (B) to confirm to the Administrative Agent that it has not received notice of any other Lien in such Pledged Equity (and has not agreed to accept instructions from any other Person in respect of such Pledged Equity other than the Administrative Agent) and (C) to agree in writing with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such Pledged Equity originated by the Administrative Agent without further consent of such Grantor, upon the occurrence and during the continuance of an Event of Default, such agreement to be in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 2.03 Agreements of Issuers .

(a) Acknowledgment and Confirmation of Issuers . Each Grantor that is the issuer of any Pledged Equity owned by any other Grantor, hereby (i) acknowledges the security interest of the Administrative Agent in such Pledged Equity granted by such other Grantor hereunder, (ii) confirms that it has not received notice of any other Lien as of the Closing Date in such Pledged Equity (and has not agreed to accept instructions from any other Person in respect of such Pledged Equity other than the Administrative Agent), (iii) agrees that it will comply with the instructions that the Administrative Agent is entitled to make under this Agreement or any other Loan Document with respect to such Pledged Equity originated by the Administrative Agent upon the occurrence and during the continuance of an Event of Default without further consent of such other Grantor and (iv) otherwise agrees that it will be bound by the terms of this Agreement relating to the Pledged Collateral issued by it.

(b) Partnerships and Limited Liability Companies . In the case of each Grantor which is a partner or member in a partnership, limited liability company or other entity, such Grantor hereby consents to the extent required by applicable Organization Documents to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Equity in such partnership, limited liability company or other entity, and upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Equity to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as the substituted partner or member in such limited partnership, limited liability company or other entity with all rights, powers and duties of a partner or a general partner or a limited member, as the case may be, as provided herein.

SECTION 2.04 Representations, Warranties and Covenants with respect to Pledged Collateral . The Grantors represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that:

(a) Pledged Collateral . Schedule 4 (as of the Closing Date and as supplemented from time to time by any Security Agreement Supplements) correctly sets forth for each Grantor on and as of the Closing Date and as of the date of each Security Agreement Supplement, (i) the percentage of the issued and outstanding Equity Interests of each class of any other Person (other than Equity Interests in public companies) directly owned by such Grantor (and the aggregate outstanding Equity Interests of such class of such issuer) and (ii) all Indebtedness for borrowed money of any other Person and all other Indebtedness evidenced by a promissory note or debt security issued by any other Person which is payable or due to such Grantor in a principal amount in excess of $100,000 individually or $250,000 in the aggregate; provided , however , that for each class of Equity Interests with voting power of any Foreign Subsidiary which is owned directly by such Grantor, Schedule 4 (as so supplemented) identifies only 65% of the aggregate outstanding Equity Interests of such class of such Foreign Subsidiary (or any lesser percentage of the aggregate outstanding Equity Interests of such issuer of such class owned directly by such Grantor).

(b) Due Authorization and Issuance . All Pledged Equity and Pledged Debt issued by any Subsidiary of the Borrower to any Grantor has been, and to the extent that any such Pledged Equity or Pledged Debt is hereafter issued, such Pledged Equity or Pledged Debt will be, upon such issuance, duly and validly issued by such issuer and (i) in the case of such Pledged Equity, is fully paid and nonassessable and (ii) to the knowledge of the Grantors in the case of such Pledged Debt, is the legal, valid and binding obligation of such issuer.

(c) Title . Each Grantor (i) is the owner, beneficially and of record, of the Pledged Collateral indicated on Schedule 4 (as of the Closing Date and as supplemented by any Security Agreement Supplement from time to time) as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens created by this Agreement and Permitted Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than the Security Interest created by this Agreement and other assignments, transfers and Liens permitted pursuant to the Credit Agreement, and (iv) will defend its title or interest hereto or therein against any and all Liens (other than the Security Interest created by this Agreement and other Permitted Liens), however arising, of all Persons.

(d) Transferability of Pledged Collateral . Except for (i) restrictions and limitations imposed by the Loan Documents or securities laws generally and (ii) consents required and obtained in connection herewith, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, provision of any Organization Document or contractual restriction of any nature that could reasonably be expected to prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder.

(e) Validity of Security Interest . By virtue of the execution and delivery by each Grantor of this Agreement or a Joinder Agreement, as the case may be, when (i) all Pledged Securities evidencing any Pledged Collateral of such Grantor are delivered to the Administrative Agent in accordance with this Agreement and (ii) the Administrative Agent files proper financing statements covering the Pledged Collateral in form appropriate for filing under the Uniform Commercial Code in the jurisdictions necessary in order to perfect the Liens created under this Agreement, the Administrative Agent, for the benefit of itself and the other Secured Parties, will obtain a valid and perfected first priority lien, subject to Permitted Liens, upon and security interest in all Pledged Collateral of such Grantor as security for the payment and performance of the Obligations of such Grantor.

(f) No Violation . Such Grantor is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Grantor is a party relating to the Pledged Equity pledged by it, and such Grantor is not in violation in any material respect of any other provisions of any such agreement to which such Grantor is a party, or otherwise in default or violation thereunder.

(g) No Defaults . No Pledged Equity pledged by such Grantor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Grantor by any Person with respect thereto, and on and as of the Closing Date and as of the date of each Security Agreement Supplement and Joinder Agreement, there are no certificates, instruments, documents or other writings (other than the Organization Documents and certificates (if any) delivered to the Administrative Agent) which evidence any Pledged Equity of such Grantor.

(h) Notices . Each Grantor agrees to furnish to the Administrative Agent promptly upon receipt thereof copies of all material notices, requests and other documents received by such Grantor under or pursuant to the Pledged Equity and any other contract or agreement included in the Pledged Collateral to which it is a party, and from time to time (i) furnish to the Administrative Agent such information and reports regarding the Pledged Equity and any such Pledged Collateral as the Administrative Agent may reasonably request, and (ii) if a Default has occurred and is continuing, upon the reasonable request of the Administrative Agent, make to any other party to the Pledged Equity or any other contract or agreement included in the Pledged Collateral such demands and requests for information and reports or for action as the Grantor is entitled to make thereunder;

(i) No Termination or Modifications (Pledged Equity) . Upon the occurrence and during the continuance of an Event of Default, no Grantor of a Pledged Equity shall, except as otherwise not prohibited by the Credit Agreement: (i) cancel or terminate any Pledged Equity or any other contract or agreement included in the Pledged Collateral to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend or otherwise modify any such Pledged Equity or any such contract or agreement or give any consent, waiver, or approval thereunder; (iii) waive any default under or breach of any such Pledged Equity or any such other contract or agreement; or (iv) take any other action in connection with any such Pledged Equity or any such other contract or agreement the taking or omission of which would reasonably be expected to materially impair the value of the interest or rights of such Grantor thereunder or that would materially impair the interest or rights of the Administrative Agent.

(j) No Amendment or Other Actions (Pledged Debt) . Upon the occurrence and during the continuance of an Event of Default, no Grantor will, without the prior written consent of the Administrative Agent, except as not prohibited by the Credit Agreement: (i) enter into any agreement amending, supplementing, or waiving any provision of any Pledged Debt (including any underlying instrument pursuant to which such Pledged Debt is issued) or compromising or releasing or extending the time for payment of any obligation of the maker thereof; or (ii) take or omit to take any action the taking or the omission of which could reasonably be expected to result in any impairment or alteration of any obligation of the maker of any Pledged Debt or other instrument constituting Collateral related to the Pledged Debt.

SECTION 2.05 Voting Rights; Dividends and Interest, etc . (a) Unless an Event of Default shall have occurred and be continuing:

(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner that would violate the Loan Documents or otherwise would reasonably be expected to have a Material Adverse Effect.

(ii) The Administrative Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of a Grantor and at the sole cost and expense of the Grantors, from time to time execute and deliver or cause to be executed and delivered to such Grantor, all such instruments as Grantor may reasonably request in order to permit such Grantor to exercise the voting and/or other rights that it is entitled to exercise pursuant to subparagraph (i) above.

(iii) Each Grantor shall be entitled to receive, retain, and to utilize free and clear of any Lien hereof, any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral but only if and to the extent that such dividends, interest, principal and other distributions are not otherwise prohibited by the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Equity or received in exchange for any Pledged Debt 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, any with respect to any such noncash dividends or other distributions with respect to Pledged Equity, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent and shall be promptly delivered to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

(b) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Administrative Agent 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 Administrative Agent pursuant to the provisions of this subsection (b) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 6.02 . If after the occurrence of an Event of Default, such Event of Default shall have been waived in accordance with Section 10.01 of the Credit Agreement, each Grantor will again have the right to exercise the rights to dividends, interest, principal or other distributions that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(iii) above.

(c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05 , and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 2.05 , shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers and each Grantor shall promptly deliver to the Administrative Agent such proxies and other documents as may be necessary to allow the Administrative Agent to exercise such voting power. If after the occurrence of an Event of Default, such Event of Default shall have been waived pursuant to Section 10.01 of the Credit Agreement, each Grantor will again have the right to exercise the voting and consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

SECTION 2.06 Registration in Nominee Name; Denominations . The Administrative Agent, on behalf of the Secured Parties, shall have the right to hold as collateral the Pledged Collateral endorsed or assigned in blank or in favor of the Administrative Agent. After the occurrence and during the continuance of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, shall also have the right (in its sole and absolute discretion), to hold the Pledged Collateral in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor. At the reasonable request of the Administrative Agent, each Grantor will promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor. The Administrative Agent shall at all times have the right to exchange the certificates or instruments (to the extent permitted by the terms thereof) representing Pledged Securities for certificates or instruments of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION 2.07 Release; Termination . (a) Upon any sale, transfer or other Disposition of any item of Pledged Collateral of any Grantor in accordance with Section 7.05 of the Credit Agreement, the Administrative Agent will, at such Grantor’s expense and without any representations, warranties or recourse of any kind whatsoever, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Pledged Collateral from the assignment and security interest granted hereby; provided , however , that such Grantor shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such shorter time to which Administrative Agent may consent), a written request for release describing the item of Pledged Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent (which release shall be in form and substance reasonably satisfactory to the Administrative Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents.

(b) Upon the Termination Date for any Grantor, the pledge, assignment and security interest granted by such Grantor hereunder shall automatically terminate and all rights to the Pledged Collateral of such Grantor shall revert to such Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense and without any representations, warranties or recourse of any kind whatsoever, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination and deliver to such Grantor all Pledged Collateral of such Grantor then held by the Administrative Agent.

ARTICLE III

SECURITY INTERESTS IN PERSONAL PROPERTY

SECTION 3.01 The Security Interests . Each Grantor hereby collaterally assigns (except with respect to intent-to-use trademark applications, if any) and pledges to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, as security for the payment or performance in full of the Obligations of such Grantor, a security interest (the “ Security Interest ”) in all right, title and interest of such Grantor in, to and under 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 “ Collateral ”):

(a) all Accounts;

(b) all Chattel Paper;

(d) all Documents;

(e) all Equipment, including a

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