SECURITY AGREEMENT

Exhibit 4.2

SECURITY AGREEMENT

Dated June 5, 2009

From

The Grantors referred to herein

as Grantors

to

Wilmington Trust FSB

as Collateral Trustee

TABLE OF CONTENTS

SECURITY AGREEMENT

          SECURITY AGREEMENT (this “ Agreement ”), dated June 5, 2009, made by CRICKET COMMUNICATIONS, INC., a Delaware corporation (the “ Company ”), LEAP WIRELESS INTERNATIONAL, INC., a Delaware corporation (“ Holdings ”), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined in Section 21) (the Company, Holdings, the Persons so listed and the Additional Grantors each being a “ Grantor ”, and collectively, the “ Grantors ”), to WILMINGTON TRUST FSB, as collateral trustee (in such capacity, together with any successor collateral trustee appointed pursuant to the Collateral Trust Agreement (as hereinafter defined), the “ Collateral Trustee ”) for the Parity Lien Representatives and the holders of Parity Lien Obligations (each as defined in the Collateral Trust Agreement and collectively, together with the Collateral Trustee, the “ Secured Parties ”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Collateral Trust Agreement described below or otherwise in accordance with Preliminary Statement Paragraph 7 below.

           PRELIMINARY STATEMENTS.

          (1) The Company and the other Grantors have entered into an indenture dated as of the date hereof (the “ 7.75% Indenture ”) with Wilmington Trust FSB, as trustee (the “ 7.75% Notes Trustee ”) for the holders of the Company’s 7.75% Senior Secured Notes due 2016 (including any additional notes that may be issued under the 7.75% Indenture from time to time and any exchange notes issued in respect of such notes and additional notes, the " 7.75% Notes ”). The Grantors (other than the Company) have guaranteed the obligations of the Company in respect of the 7.75% Notes pursuant to a note guarantee set forth in the 7.75% Indenture.

          (2) The Company and the other Grantors may enter into other Parity Lien Documents in respect of additional Parity Lien Obligations to be incurred in the future.

          (3) In order to induce the 7.75% Notes Trustee to enter into the 7.75% Indenture and the Parity Lien Representatives and the other holders of the Parity Lien Obligations to enter into the other Parity Lien Documents, the Grantors have agreed to grant, pursuant to the terms of this Agreement, a continuing security interest in and to the Collateral to the Collateral Trustee for the ratable benefit of the Secured Parties to secure the Parity Lien Obligations.

          (4) It is a condition precedent to the entry into the Parity Lien Documents by the Parity Lien Representatives and the other holders of Parity Lien Obligations that the Grantors shall have granted to the Collateral Trustee the security interest in the Collateral granted under this Agreement.

          (5) The Collateral Trustee has agreed, pursuant to the terms of the Collateral Trust Agreement, dated as of the date hereof, by and among the Company, the other Grantors, the Collateral Trustee, the 7.75% Notes Trustee and the other parties party thereto (the “ Collateral Trust Agreement ”) to accept the grant of a security interest under this Agreement as security for the Parity Lien Obligations (referred to herein as “ Secured Obligations ”).

          (6) Each Grantor will derive substantial direct and indirect benefit from the transactions contemplated by the 7.75% Indenture and the other Parity Lien Documents.

          (7) Terms defined in the Collateral Trust Agreement and not otherwise defined in this Agreement are used in this Agreement as defined in the Collateral Trust Agreement. Further, unless otherwise defined in this Agreement or in the Collateral Trust Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) are used in this Agreement as such terms are defined in such Article 8 or 9. “ UCC ” means the Uniform Commercial Code as in effect, from time to time, in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “ UCC ” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

          NOW, THEREFORE, in consideration of the premises and in order to induce the parties thereto to enter into the Parity Lien Documents from time to time, each Grantor hereby agrees with the Collateral Trustee for the ratable benefit of the Secured Parties as follows:

               Section 1. Grant of Security . Each Grantor hereby grants to the Collateral Trustee, for its benefit and for, and in trust for, the ratable benefit of the Secured Parties, a lien on and a security interest in, such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising (but in all cases excluding any Excluded Asset (as defined below)) (collectively, the “ Collateral ”):

     (a) all equipment in all of its forms, including, without limitation, all machinery, tools, motor vehicles, vessels, aircraft, furniture and fixtures, and all parts thereof and all accessions thereto and all software related thereto, including, without limitation, software that is embedded in and is part of the equipment (any and all such property, other than any Excluded Asset, being the “ Pledged Equipment ”);

     (b) all inventory in all of its forms, including, without limitation, (i) all raw materials, work in process, finished goods and materials used or consumed in the manufacture, production, preparation or shipping thereof, (ii) goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee) and (iii) goods that are returned to or repossessed or stopped in transit by such Grantor, and all accessions thereto and products thereof and documents therefor, and all software related thereto, including, without limitation, software that is embedded in and is part of the inventory (any and all such property, other than any Excluded Asset, being the “ Pledged Inventory ”);

     (c) all accounts (including, without limitation, health-care-insurance receivables), chattel paper (including, without limitation, tangible chattel paper and electronic chattel paper), instruments (including, without limitation, promissory notes), deposit accounts, letter-of-credit rights, general intangibles (including,

without limitation, payment intangibles), licenses (including FCC Licenses) and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements, mortgages, Liens, leases, letters of credit and other contracts securing or otherwise relating to the foregoing property (any and all of such accounts, chattel paper, instruments, deposit accounts, letter-of-credit rights, general intangibles and other obligations, to the extent not referred to in clause (d), (e) or (f) below or constituting Excluded Assets, being the “ Receivables ”, and any and all such supporting obligations, security agreements, mortgages, Liens, leases, letters of credit and other contracts, other than any Excluded Assets, being the “ Related Contracts ”);

     (d) the following (collectively, other than any Excluded Asset, the “ Security Collateral ”):

     (i) all Capital Stock, including the Capital Stock described in Part I of Schedule II hereto (the “ Initial Pledged Equity ”) (such Capital Stock, including the Initial Pledged Equity, other than any Excluded Asset, being the “ Pledged Equity ”), and the certificates, if any, representing such Capital Stock, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Capital Stock and all subscription warrants, rights or options issued thereon or with respect thereto;;

     (ii) all indebtedness from time to time owed to such Grantor (such indebtedness, other than any Excluded Assets, being the “ Pledged Debt ”) and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness;

     (iii) the Securities Accounts, all Security Entitlements with respect to all Financial Assets from time to time credited to the Securities Accounts, and all Financial Assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Security Entitlements or such Financial Assets and all subscription warrants, rights or options issued thereon or with respect thereto;

     (iv) all other investment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security entitlements, (C) securities accounts, (D) commodity contracts and (E) commodity accounts) in which such Grantor has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, distributions, value, cash, instruments and other property from time to time received, receivable or otherwise distributed in

respect of or in exchange for any or all of such investment property and all subscription warrants, rights or options issued thereon or with respect thereto;

     (e) all agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any of the types of property described in Section 1(g)(i)-(vi) to which such Grantor, now or hereafter, is a party or a beneficiary (other than any Excluded Assets, the “ IP Agreements ”) and each swap, cap or collar agreement, option agreement, forward contract, foreign exchange contracts or similar arrangement providing for protection to which such Grantor is now or may hereafter become a party, in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, and together with the IP Agreements, other than any Excluded Assets, the “ Assigned Agreements ”), including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of such Grantor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of such Grantor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;

     (f) the following (collectively, other than any Excluded Assets, the “ Account Collateral ”):

     (i) all Deposit Accounts and all funds and financial assets from time to time credited thereto (including, without limitation, all Cash Equivalents), all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such funds and financial assets, and all certificates and instruments, if any, from time to time representing or evidencing any Deposit Account;

     (ii) all promissory notes, certificates of deposit, Deposit Accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Collateral Trustee for or on behalf of such Grantor, including, without limitation, those delivered or possessed in substitution for or in addition to any or all of the then existing Account Collateral; and

     (iii) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral; and

     (g) the following (collectively, other than any Excluded Assets, other than any IP Agreements and other than any of the types of property described in this clause (g) to which a Grantor has a license to use pursuant to an IP Agreement, the “ Intellectual Property Collateral ”):

     (i) all patents, patent applications, utility models and statutory invention registrations, and all inventions claimed therein (other than any Excluded Assets and not including any IP Agreements or the types of property described in this clause (g)(i) to which a Grantor has a license to use pursuant to an IP Agreement, “ Patents ”);

     (ii) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered, together, in each case, with the goodwill symbolized thereby (other than any Excluded Assets and not including any IP Agreements or the types of property described in this clause (g)(ii) to which a Grantor has a license to use pursuant to an IP Agreement, “ Trademarks ”);

     (iii) all copyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (other than any Excluded Assets and not including any IP Agreements or the types of property described in this clause (g)(iii) to which a Grantor has a license to use pursuant to an IP Agreement, “ Copyrights ”);

     (iv) all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing (other than any Excluded Assets and not including any IP Agreements or the types of property described in this clause (g)(iv) to which a Grantor has a license to use pursuant to an IP Agreement, “ Computer Software ”);

     (v) all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, other than any Excluded Assets and not including any IP Agreements or the types of property described in this clause (g)(v) to which a Grantor has a license to use pursuant to an IP Agreement, “ Trade Secrets ”);

     (vi) and all other intellectual, industrial and intangible property of any type of such Grantor, including, without limitation, industrial designs and mask works;

     (vii) all registrations and applications for registration for any of the foregoing, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;

     (viii) all tangible embodiments of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; and

     (ix) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages;

     (h) all Material Commercial Tort Claims described in Schedule VI hereto;

     (i) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any of the Collateral; and

     (j) all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a) through (i) of this Section 1 and this clause (j)) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Collateral Trustee is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, (B) tort claims, including, without limitation, all commercial tort claims and (C) cash;

provided , however , that notwithstanding anything to the contrary set forth above, in no event shall the security interest granted under this Agreement attach to, and in no event shall the Collateral include, (a) any of the Excluded FCC License Assets, the right to receive Proceeds derived from the sale, assignment, transfer or transfer of control of Excluded FCC License Assets, or the Proceeds of any Excluded FCC License Assets, (b) any contract, contract right, permit, authorization, franchise, lease, license (including any FCC License), General Intangible, Chattel Paper, Document, Instrument, Account or agreement to which the Company or any other Grantor is a party or in which the Company or any other Grantor has any right, title or interest if and for so long as (but only for so long as) the grant of such security interest (I) gives any other party thereto (if any) the right to terminate its obligations thereunder, (II) constitutes or results in the abandonment, invalidation or unenforceability of any right, title or interest of the Company or any other Grantor therein, (III) is prohibited by applicable law or (IV) constitutes or results in a breach or termination pursuant to the terms thererof, or a default thereunder (other than to the extent that any such terms referred to in any of clauses (I), (II) and (IV) are rendered ineffective by the terms of any of Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or any similar statute or successor provision or provisions), (c) any interest in real property (including fee and leasehold interests), (d) to the extent that and for so long as adverse tax consequences for any Grantor

organized under the laws of any jurisdiction within the United States of America would otherwise result from a pledge of all the Capital Stock of any Controlled Foreign Corporation, any of the outstanding Capital Stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of Capital Stock of such Controlled Foreign Corporation entitled to vote; (e) any motor vehicles, vessels and aircraft, or other property subject to a certificate of title, (f) any intent-to-use trademark or service mark application to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark or service mark application under applicable federal law, (g) cash or Cash Equivalents securing reimbursement obligations under letters of credit permitted to be secured under the 7.75% Indenture, (h) any deposit account for taxes, payroll, employee benefits or similar items, any zero balance accounts and any other account or financial asset in which such security interest would be unlawful or in violation of any Plan or employee benefit agreement; (i) the Capital Stock of Orrengrove Investments Limited and Leap Wireless Mexico S.A. de C.V., (j) any commercial tort claim other than a Material Commercial Tort Claim, (k) any equipment (including software incorporated therein) subject to a purchase money or capitalized lease Lien that is permitted to be incurred to the extent that the contract governing such Lien prohibits the creation of other Liens, (l) after-acquired property or assets designated as an “Excluded Asset” pursuant to Section 4.10(a)(iii)(B) of the 7.75% Indenture and (m) assets subject to Liens permitted under clauses (3) and (4) of the definition of “Permitted Liens,” as defined in the 7.75% Indenture, in each case to the extent that the agreements governing the Indebtedness secured by such Liens would prohibit the granting of a Lien on such assets to secure the 7.75% Notes or the guarantees thereof under the 7.75% Indenture (the items described in the foregoing clauses (a) through (m), collectively, the “ Excluded Assets ”). Notwithstanding the foregoing, the Collateral shall include (and Excluded Assets shall be deemed not to include) (x) the right to receive all proceeds derived from the sale, assignment, transfer or transfer of control of Excluded Assets (unless such right independently constitutes Excluded Assets), (y) proceeds of Excluded Assets (unless such proceeds independently constitute Excluded Assets) and (z) FCC Licenses (other than Excluded FCC Licenses) to which the FCC has consented to the grant of a security interest under the Security Documents.

For purposes of this Agreement:

          (a) the term “ Controlled Foreign Corporation ” means “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended from time to time;

          (b) the term “ Communications Laws ” means the Communications Act of 1934, as amended, and the rules, regulations, published orders and published and promulgated policy statements of the FCC, all as may be amended from time to time;

          (c) the term “ Excluded FCC License Assets ” means (i) the C Block FCC License held by Cricket Licensee (Reauction), LLC for the Basic Trading Area of Blytheville, AR (BTA049) with the FCC Call Sign WPVP253, (ii) the C Block FCC License held by Cricket Licensee I, LLC for the Basic Trading Area of Evansville, IN (BTA135) with the FCC Call Sign WQHG457, (iii) the C Block FCC License held by Cricket Licensee I, LLC for the Basic Trading Area of Richmond, IN (BTA373) with the FCC Call Sign WPOK655, (iv) the portions

of the C Block FCC License held by Cricket Licensee I, LLC for the Basic Trading Area of Knoxville, TN (BTA232) with the FCC Call Sign KNLF466 covering McMinn County, TN, Monroe County, TN and Loudon County, TN, (v) the portions of the E Block FCC License held by Cricket Licensee (Reauction), LLC for the Central Regional Economic Area (REA005) with the FCC Call Sign WQGD769 covering the Basic Economic Area of Amarillo, TX-MN (BEA138), the Basic Economic Area of Hobbs, NM-TX (BEA136), the Basic Economic Area of Lubbock, TX (BEA137), the Basic Economic Area of Odessa-Midland, TX (BEA135), the Basic Economic Area of San Angelo, TX (BEA129), the Cellular Market Area of Wichita Falls, TX (CMA233), the Cellular Market Area of Lawton, OK (CMA260) and the Cellular Market Area of Oklahoma 8 — Jackson (CMA603), and (vi) the portions of the C Block FCC License held by Cricket Licensee (Reauction), LLC for the Basic Economic Area of Oklahoma City, OK (BEA125) with the FCC Call Sign WQGD762 covering Cellular Market Area of Lawton, OK (CMA260), Cotton County, OK, Stephens County, OK and Jefferson County, OK; in each case, together with all fixtures, equipment and other property associated therewith;

          (d) the term “ FCC ” means the Federal Communications Commission (or any federal agency that may succeed to its jurisdiction);

          (e) the term “ FCC License ” means any broadband personal communications service license, advanced wireless services license or other license, permit or authorization for the provision of wireless telecommunications services or operation of wireless telecommunications systems issued by the FCC from time to time by the FCC; and

          (f) the term “ Pledged Account ” shall mean any Securities Account or Deposit Account that constitutes Collateral hereunder.

               Section 2. Security for Obligations . This Agreement secures, in the case of each Grantor, the payment of all Secured Obligations of such Grantor and the payment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to any Secured Party but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Grantor.

               Section 3. Grantors Remain Liable . Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in such Grantor’s Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Collateral Trustee of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral and (c) no Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement or any other Party Lien Document, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

               Section 4. Delivery and Control of Collateral . (a) With respect to any Collateral owned by a Grantor on the date hereof that is subject to the requirements of this Section 4, and subject to Section 6, to the extent such Grantor has not taken (or caused to be

taken) the following actions on or prior to the date hereof with respect to such Collateral, as applicable, such Grantor shall use commercially reasonable efforts to take (or cause to be taken) such actions as promptly as reasonably practicable but in any event shall take such action no later than 180 days after the date hereof. Until a Discharge of Parity Lien Obligations has occurred, in the event that any Grantor acquires rights in Collateral after the date hereof that is subject to the requirements of this Section 4, subject to Section 6, such Grantor shall take (or cause to be taken) the actions required under this Section 4 with respect to such Collateral, as applicable, within 60 days of such acquisition.

          (b) With respect to any (i) Certificated Security or (ii) Instrument having a face amount equal to or higher than $2,500,000 (or such lesser amount if the aggregate face amount of instruments excluded from this clause (ii) would exceed $15,000,000) evidencing Pledged Debt, in each case that constitutes Collateral, such Grantor shall deliver such Certificated Security or Instrument, as the case may be, to the Collateral Trustee, duly endorsed or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. Upon the occurrence and during the continuance of any event or condition (and following the giving of any required notice and the passage of all applicable time) which, under the terms of any Parity Lien Document, causes or permits the holders of any Parity Lien Obligations to cause such Parity Lien Obligations to become immediately due and payable (a “ Parity Lien Event of Default ”), the Collateral Trustee shall have the right, at any time in its discretion and without notice to any Grantor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 13(a). In addition, upon the occurrence and during the continuance of a Parity Lien Event of Default, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Upon the occurrence and during the continuance of a Parity Lien Event of Default, the Collateral Trustee shall also have the right at any time to convert Security Collateral consisting of Financial Assets credited to Securities Accounts to Security Collateral consisting of Financial Assets held directly by the Collateral Trustee, and to convert Security Collateral consisting of Financial Assets held directly by the Collateral Trustee to Security Collateral consisting of Financial Assets credited to the Securities Accounts. Upon delivery of a written request by the Collateral Trustee to any Grantor upon the occurrence and during the continuance of a Parity Lien Event of Default, such Grantor will notify each issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

          (c) With respect to any Uncertificated Security that constitutes Collateral (other than any Uncertificated Securities credited to a Securities Account), the applicable Grantor shall use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Trustee as the registered owner of such security on the books and records of the issuer or (ii) to agree in an authenticated record with such Grantor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Trustee. With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an Uncertificated Security, upon the request of the Collateral Trustee upon the occurrence and during the continuance of a Parity Lien Event of Default, such Grantor will notify each such

issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.

          (d) With respect to any Security Entitlement that constitutes Collateral hereunder and in which the Collateral Trustee is not the entitlement holder, cause the securities intermediary with respect to such Security Entitlement either (i) to identify in its records the Collateral Trustee as the entitlement holder of such Security Entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Trustee that such securities intermediary will comply with Entitlement Orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a Security Entitlement) originated by the Collateral Trustee without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Trustee (such agreement being a “ Securities Account Control Agreement ”);

          (e) With respect to any Deposit Account that constitutes Collateral hereunder (other than Deposit Accounts maintained with the Collateral Trustee), the applicable Grantor shall cause the depository institution maintaining such Account to enter into an agreement pursuant to which such institution shall agree to comply with the Collateral Trustee’s instructions with respect to the disposition of funds in the Deposit Account without further consent by such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Trustee (such agreement being a “ Deposit Account Control Agreement ”; all Securities Account Control Agreements and Deposit Account Control Agreements referred to collectively herein as “ Account Control Agreements ”).

          (f) Notwithstanding anything to the contrary contained in this Section 4(d) or elsewhere in this Agreement, the requirement that the Grantors cause depository institutions maintaining Deposit Accounts and Securities Accounts that constitute Collateral to enter into a Account Control Agreement shall not apply to Deposit Accounts and Securities Accounts the individual balance of which does not exceed $2,500,000 and does not exceed when aggregated with the balances of all other Deposit Accounts and Securities Accounts for which no corresponding Account Control Agreement is in effect $15,000,000.

          (g) Upon any termination of any Pledged Account subject to an Account Control Agreement, the applicable Grantor will promptly transfer all funds and property held in such terminated account to another Pledged Account (subject to an Account Control Agreement to the extent an Account Control Agreement would otherwise be required with respect to such Pledged Account pursuant to this Section 4).

          (h) After the occurrence and during the continuance of a Parity Lien Event of Default, the Collateral Trustee shall have sole right in accordance with the Collateral Trust Agreement to direct the disposition of funds, and the exercise by the Collateral Trustee of its right to exclusive control over the Pledged Accounts; provided that the Collateral Trustee agrees that it shall not issue any Entitlement Orders pursuant to any Securities Account Control Agreement, give any instructions under any Deposit Account Control Agreement or give any instructions with respect to any Uncertificated Security unless and until a Parity Lien Event of Default has occurred and is then continuing.

          (i) The Collateral Trustee may, at any time after the occurrence and during the continuance of a Parity Lien Event of Default, and without notice to, or consent from, any Grantor, apply funds from the Account Collateral to satisfy the Grantor’s obligations under the Parity Lien Documents in accordance with the Collateral Trust Agreement.

          (j) The Collateral Trustee hereby agrees to use commercially reasonable efforts, with respect to (i) any after acquired Deposit Account that constitutes Collateral hereunder and (ii) any after acquired Security Entitlement that constitutes Collateral hereunder, to enter into Account Control Agreements with respect to such Collateral.

          (k) After the occurrence and during the continuance of a Parity Lien Event of Default, promptly upon the request of the Collateral Trustee, each Grantor will (x) deliver all tangible chattel paper to the Collateral Trustee and (y) maintain (A) all electronic chattel paper so that the Collateral Trustee has control of the electronic chattel paper in the manner specified in Section 9-105 of the UCC and (B) all transferable records so that the Collateral Trustee has control of the transferable records in the manner specified in Section 16 of the Uniform Electronic Transactions Act, as in effect in the jurisdiction governing such transferable record.

          (l) Despite the grant of a security interest in its Receivables consisting of Letter-of-Credit Rights to the Collateral Trustee, no Grantor shall be required to cause, or attempt to cause, any issuer of any letter of credit to consent to any such assignment of the proceeds of any letter of credit in accordance with Section 9-107 of the UCC.

               Section 5. Material Commercial Tort Claims . Within 30 days after the end of each fiscal quarter of Holdings, each Grantor shall give written notice to the Collateral Trustee identifying any Material Commercial Tort Claims it may then have that not otherwise described on Schedule VI, and such Grantor will execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary action, to subject such Material Commercial Tort Claim to the security interest created under this Agreement (such supplement to constitute a supplement to Schedule VI for purposes of this Agreement).

               Section 6. Intercreditor Agreement . Notwithstanding anything to the contrary contained in this Agreement or any other or any other Parity Lien Document, in the event and Permitted Priority Debt Obligations are incurred, the lien and security interest granted to the Collateral Trustee pursuant to this Agreement and the exercise of any right or remedy by the Collateral Trustee hereunder will be subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the Discharge of Priority Lien Obligations (as defined in the Intercreditor Agreement), the requirements of this Agreement to deliver Collateral to the Collateral Trustee or register the Collateral Trustee as the registered owner of any Collateral shall be deemed satisfied by delivery of such Collateral to, or the registration of such Collateral in the name of, the Permitted Priority Lien Representative.

               Section 7. Representations and Warranties . Each Grantor represents and warrants as of the date hereof and on the date of incurrence of any new Series of Parity Lien Debt as follows:

          (a) Such Grantor’s exact legal name, as defined in Section 9-503(a) of the UCC, is correctly set forth in Schedule I hereto. Such Grantor has only the trade names and registered trademarks listed on Schedule IV hereto. Such Grantor is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office in the state or jurisdiction set forth in Schedule I hereto. Such Grantor keeps all Material Equipment and Inventory of such Grantor at the locations specified in Schedule I.

The information set forth in Schedule I hereto with respect to such Grantor is true and accurate in all respects. Such Grantor has not changed its name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule I hereto in the past five (5) years except as disclosed in Schedule III hereto.

          (b) Such Grantor is the legal and beneficial owner of the Collateral of such Grantor free and clear of any Lien, claim, option or right of others, except for the Lien created under this Agreement and any Liens that are not prohibited under any Parity Lien Document. To such Grantor’s knowledge, no effective financing statement or other instrument similar in effect covering all or any part of such Collateral or listing such Grantor or any trade name of such Grantor as debtor is on file in any recording office, except (i) financing statements for which duly authorized proper termination statements have been delivered to the Collateral Trustee for filing, (ii) such as may have been filed in favor of the Collateral Trustee relating to the Parity Lien Documents or as otherwise permitted under the Parity Lien Documents and (iii) such as may have been filed in connection with a Lien, claim, option or right of others that is not prohibited under a Parity Lien Document.

          (c) Such Grantor, either individually or together with one or more other Grantors, has exclusive possession and control of its Equipment and Inventory other than Inventory stored at any leased premises or warehouse and except as a third party may have possession or control of Equipment or Inventory in the ordinary course of such Grantor’s business. In the case of Equipment and Inventory located on leased premises or in warehouses, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has any Lien, claim or charge (based on contract, statute or otherwise) on such Equipment and Inventory, other than as permitted under the Parity Lien Documents.

          (d) As of the date hereof, the Initial Pledged Equity pledged by such Grantor hereunder has been duly authorized and validly issued and is fully paid and non-assessable. To such Grantor’s knowledge, the Pledged Debt described in Part II of Schedule II, which, among other things, constitutes all Pledged Debt which as of the date hereof is individually represented by Instruments having an individual face amount equal to or higher than $2,500,000 (or such lesser amount if the aggregate face amount of instruments excluded from this clause (d) would exceed $15,000,000) (the " Initial Pledged Debt ”), has been duly authorized, authenticated or issued and delivered, and is the legal, valid and binding obligation of the issuers thereof, and is not in default.

          (e) As of the date hereof, the Initial Pledged Equity pledged by such Grantor constitutes the approximate percentage of the issued and outstanding Equity Interests of the issuers thereof indicated on Schedule II hereto. As of the date hereof, the Initial Pledged Debt constitutes all of the outstanding principal indebtedness (excluding accrued interest thereon) owed to such Grantor by the issuers thereof that would otherwise constitute Initial Pledged Debt.

          (f) All of the investment property that constitutes Collateral owned by such Grantor as of as of the date hereof is listed on Schedule II hereto (provided so long as any securities account or commodities account is so listed, it shall not be necessary to list any investment property credited to any such account).

          (g) Such Grantor has no Deposit Account constituting Collateral for which a Deposit Account Control Agreement is required pursuant to this Agreement other than the accounts listed on Schedule V hereto and, to the extent required at such time pursuant to the terms hereof, legal, binding and enforceable (subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) Deposit Account Control Agreements (as against the applicable Grantor) are in effect for each such Deposit Account.

          (h) Except to the extent not required by the terms of the Parity Lien Documents (including this Agreement), (i) all actions necessary to obtain control of Collateral as provided in Sections 9-104 and 9-106 of the UCC have been taken and (ii) all UCC financing statements and United States Patent and Trademark Office and United States Copyright Office filings required to be filed in order to perfect the Collateral Trustee’s security interest in the Collateral of such Grantor have been delivered to the Administrative Agent in proper form for filing.

          (i) This Agreement is effective to create in favor of the Collateral Trustee, for the benefit of the Secured Parties, a legal, valid and binding security interest in the Collateral. In the case of (i) Deposit Accounts that constitute Collateral, when written agreements with the financial institutions with whom such accounts are maintained are entered into and become effective, pursuant to which the Collateral Trustee is granted Control over such accounts, (ii) United States Patents, United States Trademarks and United States Copyrights, to the extent perfection of the security interests therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder therein in the United States Patent and Trademark Office and the United States Copyright Office that constitute Collateral, and (iii) the other Collateral described herein (to the extent that liens on such Collateral can be perfected by the filing of financing statements), when financing statements in appropriate form are filed in the appropriate filing offices, this Agreement shall constitute a fully perfected first priority lien (subject to Permitted Liens (including Permitted Prior Liens), as such terms are defined in the 7.75% Indenture) on, and security interest in, all right, title and interest of the Company and the other Grantors, as applicable, in such Collateral, as security for the Secured Obligations.

          (j) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for (i) the grant by such Grantor of the security interest granted hereunder or for the execution, delivery or performance of this

Agreement by such Grantor, (ii) the perfection or maintenance of the security interest created hereunder to the extent required herein (including the first priority nature of such security interest (subject to Permitted Liens (including Permitted Prior Liens), as such terms are defined in the 7.75% Indenture)), except for the filing of financing statements referred to above and all required continuation statements, the recordation of the grant of security in the Intellectual Property Collateral as described above, the actions described in Section 4 with respect to Security Collateral and Account Collateral, or (iii) the exercise by the Collateral Trustee of its voting rights provided for in this Agreement, except as may be required (x) in connection with the disposition of any portion of the Security Collateral by laws affecting the offering and sale of securities generally, (y) by the Communications Laws in the case of any disposition of Capital Stock representing direct or indirect control of a person or entity that holds FCC Licenses and (z) in connection with any exercise of voting rights with respect to Capital Stock of entities that are not wholly-owned by the Grantors.

          (k) As to itself and its Intellectual Property Collateral and IP Agreements:

     (a) The use of the Intellectual Property Collateral in connection with the operation of such Grantor’s business as currently conducted or as contemplated to be conducted does not conflict with, infringe, misappropriate, dilute, misuse or otherwise violate the intellectual property rights of any third party, except as could not reasonably be expected to have a material adverse effect upon (a) the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of Holdings and its Subsidiaries, taken as a whole; (b) the ability of the Grantors, taken as a whole, to perform their obligations under the Parity Lien Documents; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Grantor of any Parity Lien Document to which it is a party (“ Material Adverse Effect ”).

     (b) Except as otherwise described on Schedule IV, such Grantor is the owner of all right, title and interest in and to the Intellectual Property Collateral set forth on Schedule IV. Such Grantor is entitled to use all material Intellectual P