Exhibit 4.14

SECURITY AGREEMENT

This SECURITY AGREEMENT (this “Agreement”) is made this 15th day of July, 2005, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and THE BANK OF NEW YORK TRUST COMPANY, N.A. (“BNY”), solely in its capacity as Collateral Agent for the Trustee and the Noteholders (such capitalized terms having the meanings provided below).

W I T N E S S E T H:

WHEREAS, PCA LLC, a Delaware limited liability company, as issuer (“PCA”), PCA FINANCE CORP., a Delaware corporation, as co-issuer (“PCA Finance” and collectively with PCA, the “Issuers”), PORTRAIT CORPORATION OF AMERICA, INC., a Delaware corporation (the “Parent Guarantor”) and each other Guarantor (as referred to below and as defined in the Indenture, collectively, together with the Parent Guarantor, the “Guarantors”), and BNY, as Collateral Agent (in such capacity, together with any successor or permitted assign, the “Collateral Agent”) and as trustee (in such capacity, together with any successor or permitted assign, the “Trustee”), have entered into an Indenture, dated as of July 15, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), pursuant to which the Issuers have issued $50,000,0000 in aggregate principal amount of their Notes (the “Notes”); and

WHEREAS, each Domestic Subsidiary of the Issuers is required under the Indenture to (a) become a party to the Indenture and deliver a Guarantee to guarantee the payment of the Notes and the other Obligations of the Issuers thereunder and under the Indenture Loan Documents to which the Issuers are a party and (b) become a party hereto as a Grantor and secure its Obligations under the Indenture, such Guarantee and the other Indenture Loan Documents to which it is a party pursuant to the terms hereof; and

WHEREAS, PCA, PCA Finance and each of PCA’s subsidiaries signatory thereto each in its capacity as a borrower (such subsidiaries, together with PCA, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the Parent Guarantor, each other subsidiary of the Borrowers signatories thereto in its capacity as a guarantor (collectively, the “Loan Guarantors”), the various lenders party thereto as “Lenders” (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., in its capacity as administrative agent for the Lenders (in such capacity, together with any successor or permitted assign, hereinafter referred to as the “Original Administrative Agent”) have entered into that certain Credit Agreement, dated as of July 15, 2005 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Original Credit Agreement”); and

WHEREAS, the Borrowers, the Parent Guarantor and each other Loan Guarantor have entered into that certain Security Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Lender Security Agreement”) in favor of the Administrative Agent; and

WHEREAS, the Collateral Agent (on behalf of itself, the Trustee and the Noteholders), the Original Administrative Agent (on behalf of the Lenders), and the Issuers, the Parent Guarantor and each other Guarantor party thereto in such capacity have entered into that certain Intercreditor and Lien Subordination Agreement, dated as of July 15, 2005 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Intercreditor Agreement”), which agreement, among other things, sets forth, as between the Collateral Agent and the Original Administrative Agent, the relative priority of their respective Liens in the Collateral and their rights with respect thereto; and

WHEREAS, the Issuers desire to secure their Obligations under the Notes, the Indenture and each other Indenture Loan Document to which it is a party by granting to the Collateral Agent, for the benefit of itself, the Trustee and the Noteholders, security interests in the Collateral as set forth herein; and

WHEREAS, to induce the Initial Purchaser to purchase the Notes, each Noteholder (each, a “Noteholder” and collectively the “Noteholders”) to hold the Notes to be held by it and BNY to act in its capacities as Trustee and Collateral Agent, each Grantor desires to pledge, grant, transfer, and assign to the Collateral Agent, for the benefit of itself, the Noteholders and the Trustee, a security interest in the Collateral to secure the Obligations, as provided herein.

NOW, THEREFORE, for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.Defined Terms; Code Definitions. All capitalized terms used herein (including, without limitation, in the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Indenture Loan Documents. Unless otherwise expressly provided herein or the context otherwise requires, when used herein the terms “account”, “bank”, “certificate of title”, “certificated securities”, “chattel paper”, “commercial tort claim”, “commodity account”, “commodity contract”, “deposit account”, “document”, “electronic chattel paper”, “equipment”, “goods”, “instrument”, “inventory”, “investment property”, “letter of credit rights”, “proceeds”, “promissory notes”, “securities accounts”, “security entitlement”, “supporting obligations” and “uncertificated securities” have the respective meanings provided in Article 8 or Article 9, as applicable of the Code, and “letter of credit” has the meaning provided in Section 5-102 of the Code. In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:

(a)“Administrative Agent” means the Original Administrative Agent or any other Senior Agent which replaces the Original Administrative Agent in accordance with the Intercreditor Agreement.

(b)“Agreement” has the meaning set forth in the preamble hereto.

(c)“BNY” has the meaning set forth in the preamble hereto.

(d)“Books” has the meaning set forth in Section 2.

(e)“Borrower” and “Borrowers” have the meaning set forth in the recitals hereto.

(f)“Chattel Paper” has the meaning set forth in Section 2.

(g)“Code” means the New York Uniform Commercial Code, as in effect from time to time; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to the Collateral Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.

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(h)“Collateral” has the meaning set forth in Section 2.

(i)“Collateral Agent” has the meaning set forth in the recitals hereto.

(j)“Commercial Tort Claims” has the meaning set forth in Section 2.

(k)“Control Agreement” means, with respect to the applicable Grantor, a control agreement, in form and substance reasonably satisfactory to the Administrative Agent (if the Intercreditor Agreement has not been terminated at the time of the execution of such control agreement) or the Collateral Agent (if the Intercreditor Agreement is no longer in effect), executed and delivered by (a) such Grantor, (b)(i) if the Intercreditor Agreement has not been terminated at the time of the execution of such control agreement, the Administrative Agent for the benefit of (A) the Lenders and (B) the Collateral Agent for the benefit of itself, the Trustee and the Noteholders (in accordance with the provisions of the Intercreditor Agreement), or (ii) if the Intercreditor Agreement has been terminated at such time, the Collateral Agent, and (c) the applicable (i) securities intermediary (with respect to a Securities Account of such Grantor) or (ii) bank (with respect to a Deposit Account of such Grantor).

(l)“Copyrights” means all of the following (whether now owned or hereafter adopted or acquired by a Grantor): copyrights and copyright registrations, including, without limitation, the copyright registrations and recordings thereof and all applications in connection therewith listed on Schedule 1 attached hereto and made a part hereof, and (i) all restorations, reversions, renewals or extensions thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all Intellectual Property Licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iii) the right to sue for past, present and future infringements thereof, and (iv) all of each Grantor’s rights corresponding thereto throughout the world.

(m)“Copyright Security Agreement” means each Copyright Security Agreement among Grantors, or any of them, and the Collateral Agent, for the benefit of itself, the Trustee and each Noteholder, in substantially the form of Exhibit A attached hereto.

(n)“Credit Agreement” means the Original Credit Agreement or any other Credit Agreement that replaces the Original Credit Agreement in accordance with the Intercreditor Agreement.

(o)“General Intangibles” has the meaning set forth in Section 2.

(p)“Grantor” and “Grantors” have the meanings set forth in the preamble hereto.

(q)“Guarantors” has the meaning set forth in the recitals hereto.

(r)“Indenture” has the meaning set forth in the recitals hereto.

(s)“Indenture Loan Documents” is defined in the Intercreditor Agreement.

(t)“Indenture Secured Obligations” has the meaning provided in the Intercreditor Agreement.

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(u)“Intellectual Property” means any and all Intellectual Property Licenses, Patents, Copyrights, Trademarks, the goodwill associated with such Trademarks, trade secrets and customer lists.

(v)“Intellectual Property Licenses” means rights under or interest in any patent, trademark, copyright or other intellectual property, including software license agreements with any other party, whether the applicable Grantor is a licensee or licensor under any such license agreement, including, without limitation, the license agreements listed on Schedule 2 attached hereto and made a part hereof, and the right to use the foregoing in connection with the enforcement of the Collateral Agent’s rights under the Indenture Loan Documents (on behalf of itself, the Trustee or any of the Noteholders), including, without limitation, the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by any Grantor and now or hereafter covered by such licenses.

(w)“Intercreditor Agreement” has the meaning set forth in the recitals hereto.

(x)“Investment Related Property” means (i) investment property (as that term is defined in the Code), and (ii) all of the following regardless of whether classified as investment property under the Code: all Pledged Interests, Pledged Operating Agreements, and Pledged Partnership Agreements.

(y)“Issuer” and “Issuers” have the meanings set forth in the recitals hereto.

(z)“Lender” and “Lenders” have the meanings set forth in the recitals hereto.

(aa)“Lender Security Agreement” has the meaning set forth in the recitals hereto.

(bb)“Loan Guarantors” has the meaning set forth in the recitals hereto.

(cc)“Negotiable Collateral” has the meaning set forth in Section 2.

(dd)“Noteholder” and “Noteholders” have the meanings set forth in the recitals hereto.

(ee)“Notes” has the meaning set forth in the recitals hereto.

(ff)“Original Credit Agreement” has the meaning set forth in the recitals hereto.

(gg)“Original Administrative Agent” has the meaning set forth in the recitals hereto.

(hh)“Parent Guarantor” has the meaning set forth in the recitals hereto.

(ii)“Patents” means all of the following (whether now owned or hereafter adopted or acquired by a Grantor): patents and patent applications, including, without limitation, the patents and patent applications listed on Schedule 3 attached hereto and made a part hereof, and (i) all reissues, continuations, continuations-in-part, substitutes extensions or renewals thereof and improvements thereon, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all Intellectual Property Licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iii) the right to sue for past, present and future infringements thereof, and (iv) all of each Grantor’s rights corresponding thereto throughout the world.

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(jj)“Patent Security Agreement” means each Patent Security Agreement among Grantors, or any of them, and the Collateral Agent, for the benefit of itself, the Trustee and each Noteholder, in substantially the form of Exhibit B attached hereto.

(kk)“PCA” has the meaning set forth in the recitals hereto.

(ll)“PCA Finance” has the meaning set forth in the recitals hereto.

(mm)“Pledged Companies” means, each Person listed on Schedule 4 hereto as a “Pledged Company”, together with each other Person, all or a portion of whose Stock, is acquired or otherwise owned by a Grantor after the Closing Date and, pursuant to the Indenture Loan Documents, is required to be pledged to the Collateral Agent hereunder.

(nn)“Pledged Interests” means all of each Grantor’s right, title and interest in and to all of the Stock now or hereafter owned by such Grantor, regardless of class or designation, in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, including, without limitation, any certificates representing the Stock, the right to request after the occurrence and during the continuation of an Event of Default that such Stock be registered in the name of the Collateral Agent or any of its nominees (or any agent or designee of the Collateral Agent, including, without limitation, the Administrative Agent or any Lender in accordance with the provisions of the Intercreditor Agreement), the right to receive any certificates representing any of the Stock and the right to require that such certificates be delivered to the Collateral Agent together with undated powers or assignments of investment securities with respect thereto (subject to the rights of the Administrative Agent to receive such certificates pursuant to the Intercreditor Agreement), duly endorsed in blank by such Grantor, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and of all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing.

(oo)“Pledged Interests Addendum” means a Pledged Interests Addendum substantially in the form of Exhibit C to this Agreement.

(pp)“Pledged Notes” has the meaning set forth in Section 5(g).

(qq)“Pledged Operating Agreements” means all of each Grantor’s rights, powers, and remedies under the limited liability company operating agreements of the Pledged Companies that are limited liability companies.

(rr)“Pledged Partnership Agreements” means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships, if any.

(ss)“Proceeds” has the meaning set forth in Section 2.

(tt)“Records” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

(uu)“Security Interest” has the meaning set forth in Section 2.

(vv)“Supporting Obligations” has the meaning set forth in Section 2.

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(ww)“Trademarks” means all of the following (whether now owned or hereafter adopted or acquired by a Grantor): trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service mark applications, including, without limitation, the trade names, registered trademarks, trademark applications, registered service marks and service mark applications listed on Schedule 5 attached hereto and made a part hereof, and (i) all extensions, amendments and renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all Intellectual Property Licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof, (iv) the goodwill of each Grantor’s business symbolized by the foregoing and connected therewith, and (v) all of each Grantor’s rights corresponding thereto throughout the world.

(xx)“Trademark Security Agreement” means each Trademark Security Agreement among Grantors, or any of them, and the Collateral Agent, for the benefit of itself, the Trustee and each Noteholder, in substantially the form of Exhibit D attached hereto.

(yy)“Trustee” has the meaning set forth in the recitals hereto.

(zz)“URL” means “uniform resource locator,” an internet web address.

2.Grant of Security. Each Grantor hereby unconditionally grants, assigns and pledges to the Collateral Agent (and its agents and designees (including, without limitation, the Administrative Agent or any Lender in accordance with the provisions of the Intercreditor Agreement)), for the benefit of itself, the Trustee and each Noteholder, a continuing security interest in all personal property, of such Grantor whether now owned or hereafter acquired or arising and wherever located (hereinafter referred to as the “Security Interest”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (the “Collateral”):

(a)all of such Grantor’s Accounts;

(b)all of such Grantor’s books and records (including all of its Records indicating, summarizing, or evidencing its assets (including the Collateral) or liabilities, all of its Records relating to its business operations or financial condition, and all of its goods or General Intangibles related to such information) (“Books”);

(c)all of such Grantor’s chattel paper (as that term is defined in the Code) and, in any event, including, without limitation, tangible chattel paper and electronic chattel paper (“Chattel Paper”);

(d)all of such Grantor’s interest with respect to any Deposit Account;

(e)all of such Grantor’s Equipment and fixtures;

(f)all of such Grantor’s general intangibles (as that term is defined in the Code) and, in any event, including, without limitation, payment intangibles, contract rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action, goodwill (including the goodwill associated with any Trademark), Patents, Trademarks, Copyrights, URLs and domain names, industrial designs, other industrial or Intellectual Property or rights therein or applications therefor, whether under license or otherwise, rights in programs, programming materials, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, including Intellectual Property Licenses, infringement claims, rights in computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, pension plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims, uncertificated securities, and any other personal property other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Related Property, Negotiable Collateral, and oil, gas, or other minerals before extraction (“General Intangibles”);

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(g)all of such Grantor’s Inventory;

(h)all of such Grantor’s Investment Related Property; provided, however, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s right, title or interest in any of the outstanding capital Stock of or other ownership interests in a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock or other ownership interests in such Controlled Foreign Corporation entitled to vote; provided that immediately upon the amendment of the IRC to allow the pledge of a greater percentage of the voting power of capital Stock of or other ownership interests in a Controlled Foreign Corporation without adverse tax consequences to the Grantors, the Collateral shall include, and each Grantor shall be deemed to have granted a security interest in, such greater percentage of the capital Stock of or other ownership interests in each Controlled Foreign Corporation;

(i)all of such Grantor’s letters of credit, letter of credit rights, instruments, promissory notes, drafts, and documents (as such terms may be defined in the Code) (“Negotiable Collateral”);

(j)all of such Grantor’s rights in respect of supporting obligations (as such term is defined in the Code), including letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments, or Investment Related Property (“Supporting Obligations”);

(k)all of such Grantor’s interest with respect to any commercial tort claims (as that term is defined in the Code) listed on Schedule 6 attached hereto, any update or supplement thereto or any other schedule or notice at any time delivered to Collateral Agent with regard to any commercial tort claim of any Grantor (“Commercial Tort Claims”);

(l)all of such Grantor’s money, Cash Equivalents, or other assets of such Grantor that now or hereafter come into the possession, custody, or control of the Collateral Agent (or its agent or designee, including, without limitation, the Administrative Agent or any Lender in accordance with the provisions of the Intercreditor Agreement) or the Trustee or any Noteholder;

(m)all life insurance policies owned by such Grantor with respect to any of its officers or employees;

(n)all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, Commercial Tort Claims, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the property of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to any Grantor or the Collateral Agent (or its agent or designee, including, without limitation, the Administrative Agent or any Lender in accordance with the provisions of the Intercreditor Agreement) from time to time with respect to any of the Investment Related Property.

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Notwithstanding the foregoing, “Collateral” shall not include (x) any rights or interests in any lease, license (including Intellectual Property Licenses), contract, or agreement, as such, or the assets subject thereto if under the terms of such lease, license, contract, or agreement, or applicable law with respect thereto, the valid grant of a security interest or lien therein or in such assets to the Collateral Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such lease, license, contract, or agreement has not been or is not otherwise obtained or under applicable law such prohibition cannot be waived and (y) any application for a Trademark that may be deemed invalidated, cancelled or abandoned due to the grant and/or enforcement of a security interest therein unless and until such time as the grant and/or enforcement of such security interest will not affect the status or validity of such Trademark; provided, that the foregoing exclusion shall in no way be (i) construed to apply if any such prohibition would be rendered ineffective under the Code or other applicable law (including the Bankruptcy Code) or principles of equity, (ii) construed so as to limit, impair or otherwise affect the Collateral Agent’s unconditional continuing security interests in and liens upon any rights or interests of Grantors in or to the proceeds thereof, including monies due or to become due under any such lease, license, contract, or agreement (including any Accounts), in each case, that are not subject to such prohibitions, or (iii) construed to apply at such time as the condition causing such prohibition shall be remedied and, to the extent severable, “Collateral” shall include any portion of such lease, license, contract, agreement or assets subject thereto that does not result in such prohibition.

3.Security for Obligations. This Agreement and the Security Interest created hereby secures the payment and performance of all the Indenture Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, subject to the Intercreditor Agreement, this Agreement secures the payment of all amounts which constitute part of the Indenture Secured Obligations in accordance with the terms of the Indenture Loan Documents and would be owed by Grantors, or any of them, to the Collateral Agent, the Trustee, the Noteholders, or any of them, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a) each of the Grantors shall remain liable under the contracts and agreements included in the Collateral, including, without limitation, the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Collateral Agent or the Trustee or any Noteholder of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) none of the Collateral Agent, the Trustee or any Noteholder shall have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any of the Collateral Agent, the Trustee or any Noteholder 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. Until an Event of Default shall occur and be continuing, except as otherwise provided in this Agreement, the Indenture, the Intercreditor Agreement or any other Indenture Loan Document, Grantors shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of the Indenture and the other Indenture Loan Documents. Without limiting the generality of the foregoing, subject to the Intercreditor Agreement, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including, without limitation, all voting, consensual, and dividend rights, shall remain with the applicable Grantor unless an Event of Default shall exist and until the Collateral Agent shall notify the applicable Grantor of the Collateral Agent's exercise of voting, consensual, and/or dividend rights with respect to the Pledged Interests pursuant to Section 15 hereof.

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5.Representations and Warranties. Each Grantor hereby represents and warrants as follows:

(a)The exact legal name of each of the Grantors is set forth on the signature pages of this Agreement or, to the extent of any name change of any Grantor, as set forth in a written notice provided to the Collateral Agent in accordance with Section 6 (m).

(b)Schedule 7 attached hereto sets forth all Real Property owned by Grantors as of the Closing Date.

(c)The Grantors own, license or otherwise possess the right to use all Intellectual Property Rights material to the conduct of their businesses as currently contemplated. As of the Closing Date, no Grantor has any interest in, or title to, any registered United States Copyrights, written Intellectual Property Licenses, issued United States Patents, United States Patent applications, registered United States Trademarks or United States Trademark applications except as set forth on Schedules 1, 2, 3 and 5, respectively, attached hereto. The Copyrights, Intellectual Property Licenses, Patents and Trademarks set forth on Schedules 1, 2, 3, and 5 constitute a true, correct and complete listing of all registered United States Copyrights, written Intellectual Property Licenses, issued United States Patents, United States Patent applications, registered United States Trademarks and United States Trademark applications, respectively, that are material to the conduct of the business of any Grantor. This Agreement is effective to create a valid perfected Lien (subject in priority only to the first priority perfected Liens in favor of the Administrative Agent in accordance with the provisions of the Intercreditor Agreement) on such Copyrights, Intellectual Property Licenses, Patents and Trademarks and, upon filing of the Copyright Security Agreement with the United States Copyright Office and filing of the Patent Security Agreement and the Trademark Security Agreement with the United States Patent and Trademark Office, and the filing of appropriate financing statements in the jurisdictions listed on Schedule 8 hereto, all action necessary or desirable to protect and perfect the Security Interest in and to each Grantor’s Patents, Trademarks, and Copyrights has been taken to the extent a security interest therein can be perfected by such filings.

(d)This Agreement creates a valid security interest in the Collateral of such Grantor, to the extent a security interest therein can be created under the Code, securing the payment and performance of the Indenture Secured Obligations (subject in priority only to the first priority perfected security interest in such Collateral of the Administrative Agent in accordance with the provisions of the Intercreditor Agreement). Except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the Code, all filings necessary or desirable to perfect and protect the security interest created hereby will have been taken upon the filing of financing statements listing such Grantor, as a debtor, and the Collateral Agent, as secured party, in the jurisdictions listed next to such Grantor’s name on Schedule 8 attached hereto. Upon the making of such filings, the Collateral Agent shall have a valid perfected security interest in the Collateral of such Grantor to the extent such security interest can be perfected by the filing of a financing statement under the Code (subject in priority only to the first priority perfected security interest in such Collateral of the Administrative Agent in accordance with the provisions of the Intercreditor Agreement).

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(e)Except for the Security Interest created hereby, (i) such Grantor is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 4 as being owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the Closing Date; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and nonassessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of such Grantor identified on Schedule 4 hereto as supplemented or modified by any Pledged Interests Addendum or any Supplement to this Agreement; (iii) such Grantor has the right and requisite authority to pledge, the Investment Related Property pledged by such Grantor to the Collateral Agent as provided herein; (iv) subject only to the actions necessary or desirable to perfect, establish the first priority of, or otherwise protect the Administrative Agent’s Liens in the Investment Related Property in accordance with the provisions of the Intercreditor Agreement, all actions necessary or desirable to perfect, establish the valid Lien of, or otherwise protect, the Collateral Agent’s Liens in the Investment Related Property that, pursuant to the Indenture, are required to be taken, and the proceeds thereof, will have been duly taken, (A) upon the execution and delivery of this Agreement, (B) upon the taking of possession by the Collateral Agent (or its agent or designee, including, without limitation, the Administrative Agent or any Lender in accordance with the provisions of the Intercreditor Agreement) of any certificates constituting the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers endorsed in blank by such Grantor, (C) upon the filing of financing statements in the applicable jurisdiction set forth on Schedule 8 attached hereto (as supplemented from time to time) for such Grantor with respect to the Pledged Interests of such Grantor that are not represented by certificates, and (D) with respect to any Securities Accounts for which, pursuant to any Indenture Loan Document, a Control Agreement is required to be delivered to the Collateral Agent (or its agent or designee, including, without limitation, the Administrative Agent or any Lender in accordance with the provisions of the Intercreditor Agreement), upon the delivery of Control Agreements with respect thereto; and (v) such Grantor has delivered to and deposited with the Collateral Agent (or its agent or designee, including, without limitation, the Administrative Agent or any Lender in accordance with the provisions of the Intercreditor Agreement) (or, with respect to any Pledged Interests created after the Closing Date, will deliver and deposit in accordance with Sections 6(a) and 8 hereof) all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, and undated powers endorsed in blank with respect to such certificates.

(f)Except as otherwise provided under Sections 5(c), 5(d) or 5(e), no consent, approval, authorization, or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (i) for the grant of a Security Interest by such Grantor in and to the Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement with respect to the Investment Related Property or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required by in connection with such disposition of Investment Related Property by any Pledged Operating Agreement, Pledged Partnership Agreement, the Code or laws affecting the offering and sale of securities generally. No material Intellectual Property License to which such Grantor is a party requires any consent for such Grantor to grant the Security Interest granted hereunder in such Grantor’s right, title or interest in or to any Copyrights, Patents, Trademarks or Intellectual Property Licenses.

(g)Except as disclosed to the Collateral Agent in writing, there is no material default, breach, violation or event of acceleration existing under any promissory note (as defined in the Code) constituting Collateral and pledged hereunder (the “Pledged Notes”) and no event has occurred or circumstance exists which, with the passage of time or the giving of notice, or both, would constitute a default, breach, violation or event of acceleration under the Pledged Notes. Such Grantor, if it is an obligee under a Pledged Note, has not, to the best knowledge of such Grantor, waived any default, breach, violation or event of acceleration under such Pledged Notes. The proceeds of the loans evidenced by the Pledged Notes have been fully disbursed and such Grantor has no obligation to make any future advances or other disbursements under or in respect of the Pledged Notes.

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(h)Such Grantor has made in good faith and in accordance with the procedures and regulations of the United States Copyright Office and the United States Patent and Trademark Office, as applicable, all payments, filings and recordations necessary to protect and maintain its interest in the Intellectual Property identified on Schedules 1, 2, 3 and 5 in the United States in a manner sufficient to claim in the public record such Grantor’s ownership thereof, including (i) making all reasonably necessary registration, maintenance, and renewal fee payments; and (ii) filing all reasonably necessary documents, including all material applications for registration of such Intellectual Property.

(i)Such Grantor has and reasonably enforces a policy requiring all employees, consultants and contractors likely to participate in the development or creation of material Intellectual Property to execute appropriate assignment agreements, pursuant to which each such employee, consultant or contractor has assigned to such Grantor all of its rights, including all rights in Intellectual Property, in and to all ideas, inventions, processes, works of authorship and other work products that are material to such Grantor’s business and that were conceived, created, authored or developed in the course of such employee’s, consultant’s or contractor’s employment or engagement by such Grantor. To the best knowledge of such Grantor, no past or present employee or contractor of such Grantor has any ownership interest, license, permission or other right in or to any Intellectual Property that is material to the conduct of any such Grantor’s business.

(j)Such Grantor has taken all actions reasonably necessary to protect the confidentiality of the Intellectual Property that is material to the conduct of its business, including (A) protecting the secrecy and confidentiality of its confidential information and trade secrets by having and enforcing a policy requiring all current employees, consultants, licensees, vendors and contractors to execute appropriate confidentiality agreements; (B) taking all actions reasonably necessary to ensure that no trade secret falls or has fallen into the public domain; and (C) protecting the secrecy and confidentiality of the source code of all computer software programs and applications of which it is the owner or licensee by having and enforcing a policy requiring any licensees (or sublicensees) of such source code to enter into license agreements with appropriate use and non-disclosure restrictions.

(k)No claim against such Grantor has been made in writing and is continuing or, to the best of such Grantor’s knowledge, threatened that the use by such Grantor of any Intellectual Property that is material to the conduct of its business does or may violate the intellectual property rights of any Person. To the best of such Grantor’s knowledge, there is currently no infringement or unauthorized use of any item of Intellectual Property contained on Schedule 1, 2, 3 or 5.

(l)Other than those set forth on Schedule 6 hereto, no Grantor has any Commercial Tort Claim with respect to which the amounts claimed thereunder exceed $100,000 for any one such Commercial Tort Claim or $100,000 in the aggregate for all such Commercial Tort Claims of all Grantors.

6.Covenants. Each Grantor, jointly and severally, covenants and agrees with the Collateral Agent for its benefit and the benefit of the Trustee and each Noteholder that from and after the date of this Agreement and until the date of termination of this Agreement in accordance with Section 22 hereof:

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(a)Possession of Collateral. In the event that any Collateral, including Proceeds, is evidenced by or consists of Negotiable Collateral, Investment Related Property, Chattel Paper or Deposit Accounts, and if and to the extent that perfection or priority of the Collateral Agent's Security Interest is dependent on or enhanced by possession or control, such Grantor, immediately upon the request of the Collateral Agent or as necessary and in accordance with Section 8 but subject to the limitations set forth herein, in the Indenture Loan Documents or in the Intercreditor Agreement, shall prepare and execute such other documents and instruments as shall be requested by the Collateral Agent or as necessary or, if applicable, endorse and deliver physical possession of such Negotiable Collateral, Investment Related Property, or Chattel Paper to the Collateral Agent (or its agent or designee, including, without limitation, the Administrative Agent or any Lender in accordance with the provisions of the Intercreditor Agreement), together with such undated powers endorsed in blank as shall be requested by the Collateral Agent or as necessary or grant control of such Deposit Account, as applicable, to the Collateral Agent (or any such agent or designee). Such Grantor hereby acknowledges and agrees that any such agent or designee of the Collateral Agent shall be deemed to be a “secured party” with respect to such Collateral for all purposes.

(b)Chattel Paper.

(i)To the extent that the aggregate amount receivable by such Grantor thereunder exceeds $100,000 in any one case or in the aggregate for all Chattel Paper of all Grantors, the applicable Grantor(s) shall take all steps reasonably necessary to grant the Collateral Agent (or its agent or designee, including, without limitation, the Administrative Agent or any Lender in accordance with the provisions of the Intercreditor Agreement) control of all electronic Chattel Paper in accordance with the Code and all “transferable records” as that term is defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction;

(ii)If such Grantor retains possession of any Chattel Paper or instruments (which retention of possession shall be subject to the extent permitted hereby and by the Indenture Loan Documents), promptly upon the request of the Collateral Agent or as necessary, such Chattel Paper and instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the Security Interests of (1) Wells Fargo Foothill, Inc., as Administrative Agent for the benefit of the Lender Group and the Bank Product Providers pursuant to a Security Agreement dated as of July 15, 2005, and (2) subject to the Intercreditor Agreement referred to in the aforementioned Security Agreement, The Bank of New York Trust Company, N.A., as Collateral Agent for the benefit of itself, the Trustee and the Noteholders under that certain Indenture dated as of July 15, 2005, and related Security Agreement dated as of July 15, 2005.”

(c)Control Agreements. Each Grantor agrees that it will take all commercially reasonable steps in order for the Collateral Agent (or its agent or designee, including, without limitation, the Administrative Agent or any Lender in accordance with the provisions of the Intercreditor Agreement) or the Administrative Agent as contemplated by the Intercreditor Agreement (and, if the Intercreditor Agreement has not been terminated, as contemplated by the Credit Agreement and the Lender Security Agreement) to obtain control in accordance with Sections 8-106, 9-104, 9-105, 9-106, and 9-107 of the Code with respect to all of its Securities Accounts, Deposit Accounts, electronic chattel paper, Investment Property, and letter-of-credit rights (other than Deposit Accounts and Securities Accounts having an average closing balance not in excess of (i) $50,000, individually, or (ii) $500,000, in the aggregate, in each case, for any five consecutive Business Day period). Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, subject to the provisions of the Intercreditor Agreement and the rights of the Administrative Agent thereunder, notify any bank or securities intermediary subject to a Control Agreement to liquidate the applicable Deposit Account or Securities Account or any related Investment Property maintained or held thereby and remit the proceeds thereof to the Collateral Agent.

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(d)Letter of Credit Rights. If such Grantor is or becomes the beneficiary of a letter of creditin the amount of $100,000 or more for any one such letter of credit or $100,000 or more in the aggregate for all letters of credit with respect to which any Grantor is a beneficiary, the applicable Grantor(s) shall promptly (and in any event within 5 Business Days after becoming a beneficiary), notify the Collateral Agent thereof and, unless waived by the Collateral Agent, but subject to the Intercreditor Agreement, use commercially reasonable efforts to enter into a tri-party agreement with the Collateral Agent and the issuer and/or confirmation bank with respect to letter-of-credit rights (as that term is defined in the Code) assigning such letter-of-credit rights to the Collateral Agent and directing all payments thereunder to the Collateral Agent’s Account, all in form and substance satisfactory to the Collateral Agent.

(e)Commercial Tort Claims. Such Grantor shall promptly (and in any event within 2 Business Days of receipt thereof), (i) notify the Collateral Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim after the date hereof against any third party with respect to which the amounts claimed thereunder exceed $100,000 for any one such Commercial Tort Claim or $100,000 in the aggregate for all such Commercial Tort Claims of all Grantors, (ii) execute and deliver to the Collateral Agent a supplement to Schedule 6 to this Agreement providing a description and such other information sufficient to reasonably identify such Commercial Tort Claim (including a specific case caption or descriptions per Official Code Comment 5 to Section 9-108 of the Code) pursuant to which such Grantor shall grant a perfected security interest in all of its right, title and interest in and to such Commercial Tort Claim to the Collateral Agent, for the benefit of itself, the Trustee and the Noteholders, as security for the Indenture Secured Obligations, and (iii) file a financing statement or amendment to a previously filed and effective financing statement describing such Commercial Tort Claim with sufficient particularity, and execute such other instruments or take such other steps as necessary or as reasonably required by the Collateral Agent, to the extent necessary to give the Collateral Agent a valid, perfected security interest in such Commercial Tort Claim (subject in priority only to the first priority perfected security interest in such Collateral of the Administrative Agent in accordance with the provisions of the Intercreditor Agreement).

(f)Government Contracts. If any Account or Chattel Paper of such Grantor arises out of a contract or contracts with the United States of America or any department, agency, or instrumentality thereof, such Grantor shall promptly (and in any event within 5 Business Days of the creation thereof) (i) notify the Collateral Agent thereof in writing and (ii) subject to the Intercreditor Agreement, execute such instruments or take such other steps reasonably required by the Collateral Agent in order that all moneys due or to become due under such contract or contracts shall be assigned to the Collateral Agent, for the benefit of itself, the Trustee and the Noteholders, and notice thereof given under the Assignment of Claims Act, as amended (31 U.S.C. § 3727; 41 U.S.C. § 15), or other applicable law.

(g)Intellectual Property.

(i)Upon request of the Collateral Agent or as necessary in order to facilitate filings with the United States Patent and Trademark Office and the United States Copyright Office, such Grantor shall execute and deliver to the Collateral Agent one or more Copyright Security Agreements, Trademark Security Agreements, and/or Patent Security Agreements to evidence the Collateral Agent's Lien on such Grantor's Patents, Trademarks, and/or Copyrights.

(ii)Unless such Grantor reasonably determines that it is not commercially reasonable to do so, such Grantor shall have the duty, (A) to promptly sue for infringement, misappropriation, or dilution of any Intellectual Property and to recover any and all damages for such infringement, misappropriation, or dilution, (B) to prosecute diligently any trademark application or service mark application that is part of the Trademarks pending as of the date hereof or hereafter until the termination of this Agreement, (C) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, and (D) to take all reasonable and necessary action to preserve and maintain all of such Grantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and its rights therein, including the filing of applications for renewal, affidavits of use and affidavits of incontestability. Any expenses incurred in connection with the foregoing shall be borne by such Grantor. Notwithstanding the foregoing, such Grantor further agrees not to abandon any Trademark, Patent, Copyright, or Intellectual Property License that is necessary in the operation of any material portion of such Grantor’s business without the prior written consent of the Collateral Agent.

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(iii)Such Grantor acknowledges and agrees that none of the Collateral Agent, the Trustee or any Noteholder shall have any duties with respect to the Trademarks, Patents, Copyrights, or Intellectual Property Licenses. Without limiting the generality of this Section 6(g), such Grantor acknowledges and agrees that none of the Collateral Agent, the Trustee or any Noteholder shall be under any obligation to take any steps necessary to preserve rights in the Trademarks, Patents, Copyrights, or Intellectual Property Licenses against any other Person, but the Collateral Agent may do so at its option from and after the occurrence of an Event of Default, and all expenses incurred in connection therewith (including, without limitation, reasonable fees and expenses of attorneys and other professionals) shall be for the sole account of the Issuers and the Guarantors.

(iv)Such Grantor agrees to take all commercially reasonable steps, including making all necessary payments and filings in connection with registration, maintenance, and renewal of Copyrights, Trademarks, and Patents in the United States Copyright Office, the United States Patent and Trademark Office, any other appropriate government agencies in foreign jurisdictions or in any court, to maintain its Intellectual Property Rights so long as such rights are material to the conduct of such Grantor’s business. Such Grantor hereby agrees to take, or cause to be taken, corresponding steps with respect to each new or acquired Intellectual Property Right to which it or any of its Subsidiaries is now or later becomes entitled that are material to the conduct of their businesses. Any expenses incurred in connection with such activities shall be borne solely by such Grantor. In the event any Grantor, either itself or through any agent, employee, licensee, or designee, files an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency, such Grantor shall, promptly upon any such filing, comply with Section 6(g)(i) hereof. No Grantor shall, either itself or through any agent, employee, licensee, or designee, file an application for the registration of any Copyright with the United States Copyright Office or any similar office or agency, except in compliance with the provisions of Sections 6(g)(v) through (vi).

(v)Within 30 days of the end of each quarter, such Grantor shall provide the Collateral Agent with a written report of all new Copyrights, Patents and Trademarks that are registered or the subject of pending applications for registrations, which were acquired, generated or filed by such Grantor during such quarter. In each of the foregoing cases, such Grantor shall cause to be prepared, executed, and delivered to the Collateral Agent supplemental schedules to the applicable Indenture Loan Documents to identify such Copyright, Patent and Trademark registrations and applications therefor as being subject to the security interests created thereunder.

(vi)Upon receipt from the United States Copyright Office of notice of registration of any Copyright(s), such Grantor shall promptly (but in no event later than 10 Business Days following such receipt) notify the Collateral Agent of such registration by delivering, or causing to be delivered to the Collateral Agent, via overnight courier, electronic mail or telefacsimile at the addresses designated in the Indenture, documentation sufficient for the Collateral Agent to perfect the Collateral Agent’s Liens on such Copyright(s).

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(vii)Such Grantor shall ensure that each of the representations and warranties contained in Sections 5(h) through 5(j) hereof shall remain true and correct, in all material respects, at all times.

(h)Investment Related Property.

(i)If such Grantor shall receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within 5 Business Days of receipt thereof) deliver, subject to the Intercreditor Agreement, to the Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests.

(ii)At any time that an Event of Default exists, subject to the Intercreditor Agreement, all sums of money and property paid or distributed in respect of the Investment Related Property which are received by such Grantor shall be held by such Grantor in trust for the benefit of the Collateral Agent segregated from such Grantor’s other property, and such Grantor shall deliver such property forthwith to the Collateral Agent’s in the exact form received.

(iii)Such Grantor shall promptly deliver to the Collateral Agent a copy of each material notice or other communication received by it in respect of any Pledged Interests.

(iv)Such Grantor shall not make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests unless such Grantor is permitted to do so pursuant to the Indenture Loan Documents.

(v)Such Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interest on the Investment Related Property or, at any time an Event of Default exists, any sale or transfer thereof.

(vi)As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, such Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to any such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Pledgor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

(i)Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property with a fair market value in excess of $500,000, it will promptly (and in any event within 5 Business Days of acquisition) notify the Collateral Agent of the acquisition of such Real Property and will grant to the Collateral Agent, for the benefit of itself, the Trustee and each Noteholder, a valid Mortgage on each fee interest in Real Property now or hereafter owned by such Grantor (subject in priority only to the first priority mortgages in favor of the Administrative Agent for the benefit of the Lenders in accordance with the provisions of the Intercreditor Agreement) and shall deliver such other documentation and opinions, in form and substance satisfactory to the Collateral Agent, in connection with the grant of such Mortgage as the Administrative Agent (if the Intercreditor Agreement has not been terminated at the time of such grant of such Mortgage) or the Collateral Agent (if the Intercreditor Agreement is no longer in effect) shall reasonably request, including, without limitation, title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith. Such Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of its Collateral shall remain personal property regardless of the manner of its attachment or affixation to Real Property.

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(j)Transfers and Other Liens. Such Grantor shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Indenture, or (ii) create or permit to exist any Lien upon or with respect to any of its Collateral, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute the Collateral Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Indenture Loan Documents.

(k)Other Actions as to Any and All Collateral. Such Grantor(s) shall promptly (and in any event within 2 Business Days of acquiring or obtaining such Collateral) notify the Collateral Agent in writing upon (i) acquiring or otherwise obtaining any Collateral (other than Intellectual Property Rights, which are governed by Section 6(g) hereof) after the date hereof consisting of Investment Related Property, Chattel Paper (electronic, tangible or otherwise) with respect to which the aggregate amount receivable by any Grantor or all Grantors thereunder exceeds $100,000, documents (as defined in the Code), promissory notes (as defined in the Code) or instruments (as defined in the Code) or (ii) any amount payable under or in connection with any of the Collateral being or becoming evidenced after the date hereof by any Chattel Paper, documents, promissory notes or instruments, and, upon the request of the Collateral Agent or as necessary and in accordance with Section 8 hereof but subject to any limitations set forth in this Agreement or in the Intercreditor Agreement, promptly execute such other documents and instruments, or if applicable, deliver such Chattel Paper, documents, promissory notes, instruments or certificates evidencing any Investment Related Property in accordance with Section 6 hereof and do such other acts or things reasonably necessary in order to protect the Collateral Agent’s Security Interest therein.

(l)Pledged Notes. Except in the ordinary course of such Grantor’s business, consistent with past practices:

(i)such Grantor will not waive or release any obligation of any party to the Pledged Notes without the prior written consent of the Collateral Agent;

(ii)such Grantor will not take or omit to take any action or suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Pledged Notes;

(iii)such Grantor shall give the Collateral Agent copies of all material notices (including notices of default) given or received with respect to the Pledged Notes promptly after giving or receiving any such notice; and

(iv)without the Collateral Agent’s prior written consent, such Grantor shall not, and shall not agree to, assign or surrender its rights and interests under the Pledged Notes nor terminate, cancel, modify, change, supplement or amend the Pledged Notes.

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(m)Legal Name Change. Such Grantor shall not change its legal name, organizational identification number, state of organization, or organization entity unless such Grantor shall have provided at least 30 days prior written notice to the Collateral Agent of such change and so long as, at the time of such written notification, such Grantor files or causes to be filed such financing statements, amendments to such previously filed and effective financing statements or such continuation statements, and has taken such other steps as necessary or as may be reasonably required by the Collateral Agent, as may be necessary in order to perfect, or maintain the continued perfection of, the Collateral Agent’s valid, perfected security interests in the Collateral.

7.Relation to Other Documents. The provisions of this Agreement shall be read and construed with the other Indenture Loan Documents referred to below in the manner so indicated.

(a)Indenture Loan Document. In the event of any conflict between any provision in this Agreement and a provision in an Indenture Loan Document, such provision of such Indenture Loan Document shall control.

(b)Patent, Trademark, Copyright Security Agreements. The provisions of the Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of the Collateral Agent hereunder.

(c)Intercreditor Agreement.

(i)the Liens granted hereunder in favor of Collateral Agent for the benefit of itself, the Trustee and the Noteholders in respect of the Collateral and the exercise of any right related thereto thereby shall be subject, in each case, to the terms of the Intercreditor Agreement;

(ii)in the event of any direct conflict between the express terms and provisions of this Agreement and of the Intercreditor Agreement, the terms and provisions of the Intercreditor Agreement shall control; and

(iii)notwithstanding anything to the contrary herein, any provision hereof that requires any Grantor to (i) deliver any Collateral to Collateral Agent or (ii) provide that the Collateral Agent have control over such Collateral may be satisfied by (A) the delivery of such Collateral by such Grantor to the Administrative Agent for the benefit of (x) the Lenders and (y) the Collateral Agent for the benefit of itself, the Trustee and the Noteholders pursuant to Section 3.02 of the Intercreditor Agreement and (B) providing the Administrative Agent with control with respect to such Collateral of such Grantor for the benefit of (x) the Lenders and (y) the Collateral Agent for the benefit of itself, the Trustee and the Holders pursuant to Section 3.02 of the Intercreditor Agreement.

8.Further Assurances.

(a)Each Grantor agrees that from time to time, at its own expense, such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect and protect any Security Interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral.

(b)Each Grantor hereby authorizes the filing of such financing or continuation statements, or amendments thereto, and such Grantor will execute and deliver to the Collateral Agent such other instruments or notices, as may be necessary or as the Collateral Agent may reasonably request, in order to perfect and preserve the Security Interest granted or purported to be granted hereby.

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(c)Each Grantor hereby authorizes the Collateral Agent to file, transmit, or communicate, as applicable, financing statements and amendments describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect, in order to perfect the Collateral Agent’s security interest in the Collateral (subject in priority only to the first priority perfected Liens in favor of the Administrative Agent in accordance with the provisions of the Intercreditor Agreement) without such Grantor’s signature. Each Grantor also hereby ratifies its authorization for the Collateral Agent to have filed in any jurisdiction any financing statements filed prior to the date hereof.

(d)Each Grantor acknowledges that (prior to the termination of this Agreement in accordance with the terms of the Indenture Loan Documents) it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed in connection with this Agreement without the prior written consent of the Collateral Agent and (if the Intercreditor Agreement has not been terminated) the Administrative Agent, subject to such Grantor's rights under Section 9-509(d)(2) of the Code.

9.Collateral Agent's Right to Perform Contracts. Upon the occurrence of an Event of Default and during the continuation thereof, subject to the rights of the Administrative Agent under the Intercreditor Agreement, the Collateral Agent (or its agent or designee, including, without limitation, the Administrative Agent or any Lender in accordance with the provisions of the Intercreditor Agreement; it being understood that the Collateral Agent shall have no obligation to do so) may proceed to perform any and all of the obligations of any Grantor contained in any contract, lease, or other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could.

10.Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Indenture or any other Indenture Loan Document, to (subject to the rights of the Administrative Agent under the Intercreditor Agreement) take any action and to execute any instrument which the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement (it being understood that the Collateral Agent shall have no obligation to do so) including, without limitation:

(a)to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;

(b)to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of the Collateral Agent;

(c)to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;

(d)to file any claims or take any action or institute any proceedings which the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;

(e)to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;

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(f)to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or other industrial or intellectual property rights, in advertising for sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and

(g)the Collateral Agent, on behalf of itself, the Trustee and each Noteholder, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if the Collateral Agent shall commence any such suit, the appropriate Grantor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all proper documents as necessary or as reasonably required by the Collateral Agent in aid of such enforcement.

To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.

11.Collateral Agent May Perform. If any Grantor fails to perform any agreement contained herein, the Collateral Agent may (but without any obligation) itself perform, or cause performance of, such agreement, and the reasonable expenses of the Collateral Agent incurred in connection therewith shall be payable, jointly and severally, by Grantors.

12.Collateral Agent’s Duties. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent's interest in the Collateral, for the benefit of itself, the Trustee or the Noteholders, and shall not impose any duty upon the Collateral Agent to exercise any such powers. Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property.

13.Collection of Accounts, General Intangibles and Negotiable Collateral. At any time upon the occurrence and during the continuation of an Event of Default, the Collateral Agent (or the Collateral Agent’s agent or designee, including, without limitation, the Administrative Agent or any Lender in accordance with the provisions of the Intercreditor Agreement) may, subject to the rights of the Administrative Agent under the Intercreditor Agreement, (a) notify Account Debtors of any Grantor that such Grantor’s Accounts, General Intangibles, Chattel Paper or Negotiable Collateral have been assigned to the Collateral Agent, for the benefit of itself, the Trustee or the Noteholders, or that the Collateral Agent has a security interest therein, and (b) collect such Grantor’s Accounts, General Intangibles and Negotiable Collateral directly, and any collection costs and expenses shall constitute part of such Grantor's Indenture Secured Obligations under the Indenture Loan Documents.

14.Disposition of Pledged Interests by the Collateral Agent. None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration. Each Grantor understands that in connection with such disposition, the Collateral Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market. Each Grantor, therefore, agrees that: (a) if the Collateral Agent shall, pursuant to the terms of this Agreement, and subject to the Intercreditor Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, the Collateral Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that the Collateral Agent has handled the disposition in a commercially reasonable manner.

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15.Voting Rights.

(a)Upon the occurrence and during the continuation of an Event of Default, (i) the Collateral Agent may, at its option, subject to the Intercreditor Agreement, and with prior notice (unless such Event of Default is an Event of Default of a type specified in clause (7) or clause (8) of Section 6.01 of the Indenture for which no such notice need be given) to the Grantors, and in addition to all rights and remedies available to the Collateral Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, and all other ownership or consensual rights in respect of the Pledged Interests owned by such Grantor, but under no circumstances is the Collateral Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if the Collateral Agent duly exercises its right to vote any of such Pledged Interests, each Grantor hereby appoints the Collateral Agent, such Grantor's true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Collateral Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.

(b)For so long as any Grantor shall have the right to vote the Pledged Interests owned by it, such Grantor covenants and agrees that it will not, without the prior written consent of the Collateral Agent, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Collateral Agent, the Trustee or any of the Noteholders or the value of the Pledged Interests or that would be inconsistent with or result in any violation of any provision of the Indenture or any other Indenture Loan Document.

16.Remedies. Upon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreement:

(a)the Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Indenture Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the Code or any other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, the Collateral Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at one or more locations where such Grantor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least 10 days notice to any of Grantors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

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(b)Solely for the purpose of enabling the Collateral Agent to exercise its rights and remedies with respect to the Collateral under this Agreement or any other Indenture Loan Document, the Collateral Agent is hereby granted an irrevocable license or other right to use, without liability to any Grantor for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned or licensable by any Grantor or with respect to which any Grantor has sublicensable rights under license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent.

(c)Any cash held by the Collateral Agent as Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied against the Indenture Secured Obligations in the order set forth in the Intercreditor Agreement, if in effect or else, in the Indenture. In the event the proceeds of Collateral are insufficient to satisfy all of the Indenture Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.

(d)Each Grantor hereby acknowledges that the Indenture Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall occur the Collateral Agent shall have the right, to the extent permitted under applicable law, to an immediate writ of possession without notice of a hearing. The Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each Grantor, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantor may have thereto or the right to have a bond or other security posted by the Collateral Agent.

17.Remedies Cumulative. Each right, power, and remedy of the Collateral Agent as provided for in this Agreement or in the other Indenture Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement or in the other Indenture Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by the Collateral Agent, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by the Collateral Agent of any or all such other rights, powers, or remedies.

18.Marshaling. The Collateral Agent shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Indenture Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Collateral Agent's rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Indenture Secured Obligations or under which any of the Indenture Secured Obligations is outstanding or by which any of the Indenture Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.

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19.Indemnity and Expenses.

(a)Each Grantor, jointly and severally, agrees to indemnify, defend and hold harmless the Collateral Agent, the Trustee and each Noteholder to the same extent and in the same manner as the indemnity made by the Issuers pursuant to Section 7.07 of the Indenture. This provision shall survive the termination of this Agreement and the Indenture and the repayment of the Indenture Secured Obligations.

(b)Grantors, jointly and severally, shall, upon demand, pay to the Collateral Agent all reasonable and documented costs and expenses which the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreement and the other Indenture Loan Documents, (iii) the exercise or enforcement of any of the rights of the Collateral Agent hereunder or (iv) the failure by any of Grantors to perform or observe any of the provisions hereof.

20.Merger, Amendments; Etc. THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER INDENTURE LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no consent to any departure by any of Grantors herefrom, shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the Collateral Agent and each Grantor to which such amendment applies.

21.Addresses for Notices. All notices and other communications provided for hereunder shall be given in the form and manner and delivered to the Collateral Agent at its address specified in the Indenture, and to any of the Grantors at their respective addresses specified in the Indenture or Guaranty, as applicable, or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.

22.Continuing Security Interest: Assignments under Indenture. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Obligations have been paid in full in cash in accordance with the provisions of the Indenture, (b) be binding upon each Grantor, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, the Collateral Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may, in accordance with the provisions of the Indenture, assign or otherwise transfer all or any portion of its rights and obligations under the Indenture to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon payment in full in cash of the Obligations in accordance with the provisions of the Indenture, this Agreement and the Security Interest granted hereby shall terminate and this Agreement and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, the Collateral Agent will file or authorize the filing of appropriate termination statements or other release documents provided to it to terminate such Security Interests. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Indenture, any other Indenture Loan Document, or any other instrument or document executed and delivered by any Grantor to the Collateral Agent, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by the Collateral Agent, nor any other act of the Collateral Agent, the Trustee or any Noteholder, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by the Collateral Agent in accordance with the provisions of the Agreement. The Collateral Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by the Collateral Agent and then only to the extent therein set forth. A waiver by the Collateral Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which the Collateral Agent would otherwise have had on any other occasion.

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23.Governing Law.

(a)THE VALIDITY OF THIS AGREEMENT AND THE OTHER INDENTURE LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER INDENTURE LOAN DOCUMENT IN RESPECT OF SUCH OTHER INDENTURE LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b)THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER INDENTURE LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE COLLATERAL AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE THE COLLATERAL AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH GRANTOR AND ANY OF THE COLLATERAL AGENT, THE TRUSTEE AND EACH NOTEHOLDER WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUMNONCONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 23(b).

(c)EACH GRANTOR AND EACH OF THE COLLATERAL AGENT, THE TRUSTEE AND EACH NOTEHOLDER HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE INDENTURE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH GRANTOR AND THE COLLATERAL AGENT, THE TRUSTEE AND EACH NOTEHOLDER REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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24.New Subsidiaries. To the extent required by Section 4.16 or Section 10.04 of the Indenture or any other applicable provision of any Indenture Loan Document, any new direct or indirect Subsidiary (whether by acquisition or creation) of any Grantor is required to enter into this Agreement by executing and delivering in favor of the Collateral Agent a supplement to this Agreement instrument in the form of Annex 1 attached hereto. Upon the execution and delivery of such supplement to this Agreement by such new Subsidiary, such Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require the consent of any Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor hereunder.

25.Collateral Agent. Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Collateral Agent” shall be a reference to the Collateral Agent, for the benefit of itself, the Trustee and each Noteholder.

26.Miscellaneous.

(a)This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Indenture Loan Document mutatismutandis.

(b)Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

(c)Headings used in this Agreement are for convenience only and shall not be used in connection with the interpretation of any provision hereof.

(d)The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

(e)In connection with its appointment and acting hereunder, the Collateral Agent is entitled to all rights, privileges, protections, immunities and benefits provided to the Trustee under the Indenture.

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IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement by and through their duly authorized officers, as of the day and year first above written.

GRANTORS	PORTRAIT CORPORATION OF AMERICA, INC., a Delaware corporation, By/s/ Donald Norsworthy ItsExecutive Vice President and Chief Financial Officer
	PCA LLC, a Delaware limited liability company By/s/ Donald Norsworthy ItsExecutive Vice President and Chief Financial Officer
	AMERICAN STUDIOS, INC., a North Carolina corporation By/s/ Donald Norsworthy ItsExecutive Vice President and Chief Financial Officer
	PCA PHOTO CORPORATION OF CANADA, INC., a North Carolina corporation By/s/ Donald Norsworthy ItsExecutive Vice President and Chief Financial Officer
	PCA NATIONAL LLC, a Delaware limited liability company By/s/ Donald Norsworthy ItsExecutive Vice President and Chief Financial Officer
	HOMETOWN THREADS LLC, a Delaware limited liability company By/s/ Donald Norsworthy ItsExecutive Vice President and Chief Financial Officer
	PCA FINANCE CORP., a Delaware corporation By/s/ Donald Norsworthy ItsExecutive Vice President and Chief Financial Officer
	PHOTO CORPORATION OF AMERICA, a North Carolina corporation By/s/ Donald Norsworthy ItsExecutive Vice President and Chief Financial Officer
	PCA NATIONAL OF TEXAS L.P., a Texas limited partnership
	By:PCA NATIONAL LLC a Delaware limited liability company Its:General Partner By:/s/ Donald Norsworthy  Its: Executive Vice President and Chief Financial Officer
COLLATERAL AGENT:	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Collateral Agent By:/s/ Craig A. Kaye Name: Craig A. Kaye Title: Assistant Vice President

SCHEDULE 1

COPYRIGHTS

SCHEDULE 2

INTELLECTUAL PROPERTY LICENSES

SCHEDULE 3

PATENTS

SCHEDULE 4

PLEDGED COMPANIES

SCHEDULE 5

TRADEMARKS

SCHEDULE 6

COMMERCIAL TORT CLAIMS

[include specific case caption or descriptions per Official Code Comment 5 to Section 9-108 of the Code]

SCHEDULE 7

OWNED REAL PROPERTY

SCHEDULE 8

LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS

Grantor	Jurisdictions
Portrait Corporation of America, Inc.	Delaware
PCA LLC	Delaware
PCA Photo Corporation of Canada, Inc.	North Carolina
PCA Finance Corp.	Delaware
Hometown Threads LLC	Delaware
American Studios, Inc.	North Carolina
PCA National LLC	Delaware
PCA National of Texas L.P.	Texas
Photo Corporation of America	North Carolina

ANNEX 1 TO SECURITY AGREEMENT

FORM OF SUPPLEMENT

SUPPLEMENT NO. ____ (this “Supplement”) dated as of _______________, 20__, to the Security Agreement dated as of July 15, 2005 (as amended, restated, supplemented or otherwise modified from time to time, including all exhibits and schedules thereto, the “Security Agreement”) by each of the parties listed as “Grantors” on the signature pages thereto and those additional entities that thereafter become “Grantors” thereunder (collectively, jointly and severally, “Grantors” and each individually “Grantor”) and THE BANK OF NEW YORK TRUST COMPANY, N.A. (“BNY”), solely in its capacity as Collateral Agent for the Trustee and the Noteholders (together with its successors and assigns in such capacity, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, PCA LLC, a Delaware limited liability company, as issuer (“PCA”), PCA FINANCE CORP., a Delaware corporation, as co-issuer (“PCA Finance” and collectively with PCA, the “Issuers”), PORTRAIT CORPORATION OF AMERICA, INC., a Delaware corporation (the “Parent Guarantor”) and each other Guarantor (as referred to below and as defined in the Indenture, collectively, together with the Parent Guarantor, the “Guarantors”), and BNY, as Collateral Agent (in such capacity, together with any successor or permitted assign, the “Collateral Agent”) and as trustee (in such capacity, together with any successor or permitted assign, the “Trustee”), have entered into an Indenture, dated as of July 15, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), pursuant to which the Issuers have issued $50,000,0000 in aggregate principal amount of their Notes (the “Notes”); and

WHEREAS, each Domestic Subsidiary of the Issuers is required under the Indenture to (a) become a party to the Indenture and deliver a Guarantee to guarantee the payment of the Notes and the other Obligations of the Issuers thereunder and under the Indenture Loan Documents to which the Issuers are a party and (b) become a party to the Security Agreement as a Grantor and secure its Obligations under the Indenture, such Guarantee and the other Indenture Loan Documents to which it is a party pursuant to the terms hereof; and

WHEREAS, PCA, PCA Finance and each of PCA’s subsidiaries signatory thereto each in its capacity as a borrower (such subsidiaries, together with PCA, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the Parent Guarantor, each other subsidiary of the Borrowers signatories thereto in its capacity as a guarantor (collectively, the “Loan Guarantors”), the various lenders party thereto as “Lenders” (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., in its capacity as administrative agent for the Lenders (in such capacity, together with any successor or permitted assign, hereinafter referred to as the “Administrative Agent”) have entered into that certain Credit Agreement, dated as of July 15, 2005 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, the Borrowers, the Parent Guarantor and each other Loan Guarantor have entered into that certain Security Agreement, dated as of July 15, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Lender Security Agreement”) in favor of the Administrative Agent; and

WHEREAS, the Collateral Agent (on behalf of itself, the Trustee and the Noteholders), the Administrative Agent (on behalf of the Lenders), and the Issuers, the Parent Guarantor and each other Guarantor party thereto in such capacity have entered into that certain Intercreditor and Lien Subordination Agreement, dated as of July 15, 2005 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Intercreditor Agreement”), which agreement, among other things, sets forth, as between the Collateral Agent and the Administrative Agent, the relative priority of their respective Liens in the Collateral and their rights with respect thereto; and

WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement, the Indenture Loan Documents and/or the Intercreditor Agreement, as applicable;

WHEREAS, pursuant to the Indenture Loan Documents and subject to Section 4.16 and Section 10.04 of the Indenture, certain new direct or indirect Subsidiaries of any Grantor, must execute and deliver to Collateral Agent certain Indenture Loan Documents, including the Security Agreement, and the execution of the Security Agreement by the undersigned new Grantor or Grantors (collectively, the “New Grantors”) may be accomplished by the execution of this Supplement in favor of Collateral Agent, for the benefit of itself, the Trustee and the Noteholders;

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor hereby agrees as follows:

1.In accordance with Section 24 of the Security Agreement, each New Grantor, by its signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as if originally named therein as a “Grantor” and each New Grantor hereby (a) agrees to all of the terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations and warranties made by it as a “Grantor” thereunder are true and correct in all material respects on and as of the date hereof. In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Indenture Secured Obligations, does hereby grant, assign, and pledge to Collateral Agent, for the benefit of itself, the Trustee and the Noteholders, a continuing security interest in and to all personal property of such New Grantor including, without limitation, all property of the type described in Section 2 of the Security Agreement to secure the full and prompt payment of the Indenture Secured Obligations, including, without limitation, any interest thereon, plus reasonable attorneys' fees and expenses if the Indenture Secured Obligations represented by the Security Agreement are collected by law, through an attorney-at-law, or under advice therefrom. Schedule 1, “Copyrights”, Schedule 2, “Intellectual Property Licenses”, Schedule 3, “Patents”, Schedule 4, “Pledged Companies”, Schedule 5, “Trademarks”, Schedule 6, “Commercial Tort Claims”, Schedule 7, “Owned Real Property,” and Schedule 8, “List of Uniform Commercial Code Filing Jurisdictions” attached hereto supplement Schedule 1, Schedule 2, Schedule 3, Schedule 4, Schedule 5, Schedule 6, Schedule 7, and Schedule 8, respectively, to the Security Agreement and shall be deemed a part thereof for all purposes of the Security Agreement. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is incorporated herein by reference.

2.Each New Grantor represents and warrants to Collateral Agent, the Trustee and each Noteholder that this Supplement has been duly executed and delivered by such New Grantor and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

3.This Supplement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission shall be as effective as delivery of a manually executed counterpart hereof.

4.Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

5.This Supplement shall be construed in accordance with and governed by the laws of the State of New York, without regard to the conflict of laws principles thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, each New Grantor and Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

NEW GRANTORS:	[Name of New Grantor] By: Name: Title: [Name of New Grantor] By: Name: Title:
AGENT:	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Collateral Agent By: Name: Title:

EXHIBIT A

COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this ___ day of ___________, 20__, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and THE BANK OF NEW YORK TRUST COMPANY, N.A. (“BNY”), solely in its capacity as Collateral Agent for the Trustee and the Noteholders (together with its successors and assigns in such capacity, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, PCA LLC, a Delaware limited liability company, as issuer (“PCA”), PCA FINANCE CORP., a Delaware corporation, as co-issuer (“PCA Finance” and collectively with PCA, the “Issuers”), PORTRAIT CORPORATION OF AMERICA, INC., a Delaware corporation (the “Parent Guarantor”) and each other Guarantor (as referred to below and as defined in the Indenture, collectively, together with the Parent Guarantor, the “Guarantors”), and BNY, as Collateral Agent (in such capacity, together with any successor or permitted assign, the “Collateral Agent”) and as trustee (in such capacity, together with any successor or permitted assign, the “Trustee”), have entered into an Indenture, dated as of July 15, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), pursuant to which the Issuers have issued $50,000,0000 in aggregate principal amount of their Notes (the “Notes”); and

WHEREAS, each Domestic Subsidiary of the Issuers is required under the Indenture to (a) become a party to the Indenture and deliver a Guarantee to guarantee the payment of the Notes and the other Obligations of the Issuers thereunder and under the Indenture Loan Documents to which the Issuers are a party and (b) become a party to the Security Agreement as a Grantor and secure its Obligations under the Indenture, such Guarantee and the other Indenture Loan Documents to which it is a party pursuant to the terms hereof; and

WHEREAS, each of the Issuers, the Parent Guarantor and each other Grantor signatory thereto in such capacity has executed and delivered to the Collateral Agent, for the benefit of itself, the Trustee and the Noteholders, that certain Security Agreement, dated as of July 15, 2005 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, PCA, PCA Finance and each of PCA’s subsidiaries signatory thereto each in its capacity as a borrower (such subsidiaries, together with PCA, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the Parent Guarantor, each other subsidiary of the Borrowers signatories thereto in its capacity as a guarantor (collectively, the “Loan Guarantors”), the various lenders party thereto as “Lenders” (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., in its capacity as administrative agent for the Lenders (in such capacity, together with any successor or permitted assign, hereinafter referred to as the “Administrative Agent”) have entered into that certain Credit Agreement, dated as of July 15, 2005 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, the Borrowers, the Parent Guarantor and each other Loan Guarantor have entered into that certain Security Agreement, dated as of July 15, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Lender Security Agreement”) in favor of the Administrative Agent; and

WHEREAS, the Collateral Agent (on behalf of itself, the Trustee and the Noteholders), the Administrative Agent (on behalf of the Lenders), and the Issuers, the Parent Guarantor and each other Guarantor party thereto in such capacity have entered into that certain Intercreditor and Lien Subordination Agreement, dated as of July 15, 2005 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Intercreditor Agreement”), which agreement, among other things, sets forth, as between the Collateral Agent and the Administrative Agent, the relative priority of their respective Liens in the Collateral and their rights with respect thereto; and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Collateral Agent, for the benefit of itself, the Trustee and the Noteholders, this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:

1.DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement, the Indenture Loan Documents and/or the Intercreditor Agreement, as applicable.

2.GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Each Grantor hereby grants to Collateral Agent, for the benefit of itself, the Trustee and the Noteholders, a continuing security interest (subject in priority only to the first priority perfected security interests in favor of the Administrative Agent in accordance with the provisions of the Intercreditor Agreement) in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Copyright Collateral”):

(a)all of such Grantor's Copyrights and rights in or to Copyright Intellectual Property Licenses to which it is a party referred to on Schedule I hereto;

(b)all restorations, reversions, renewals or extensions of the foregoing; and

(c)all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future infringement of any Copyright or any Copyright licensed under any Intellectual Property License.

3.SECURITY AGREEMENT. The security interests granted pursuant to this Copyright Security Agreement are granted in conjunction with the security interests granted to Collateral Agent, for the benefit of itself, the Trustee and the Noteholders, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

4.AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain any new copyrights, the provisions of this Copyright Security Agreement shall automatically apply thereto. Without limiting Grantors’ obligations under this Section 4, Grantors hereby authorize the Collateral Agent unilaterally to modify this Agreement by amending Schedule I to include any future United States registered Copyrights of Grantors. Notwithstanding the foregoing, no failure to so modify this Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from the Collateral Agent's continuing security interest in all Collateral, whether or not listed on Schedule I.

5.COUNTERPARTS. This Copyright Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Copyright Security Agreement or any other Indenture Loan Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

6.INCORPORATION BY REFERENCE. In connection with its appointment and acting hereunder, the Collateral Agent is entitled to all rights, privileges, protections, immunities, benefits and indemnities of the “Collateral Agent” under the Security Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

By:

Name:

Title:

By:

Name:

Title:

ACCEPTED AND ACKNOWLEDGED BY:

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Collateral Agent

By:

Name:

Title:

SCHEDULE I

TO

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS

  Grantor     Country     Copyright     Registration No.     Registration Date  

Copyright Licenses

EXHIBIT B

PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this ___ day of ___________, 20__, among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and THE BANK OF NEW YORK TRUST COMPANY, N.A. (“BNY”), solely in its capacity as Collateral Agent for the Trustee and the Noteholders (together with its successors and assigns in such capacity, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, PCA LLC, a Delaware limited liability company, as issuer (“PCA”), PCA FINANCE CORP., a Delaware corporation, as co-issuer (“PCA Finance” and collectively with PCA, the “Issuers”), PORTRAIT CORPORATION OF AMERICA, INC., a Delaware corporation (the “Parent Guarantor”) and each other Guarantor (as referred to below and as defined in the Indenture, collectively, together with the Parent Guarantor, the “Guarantors”), and BNY, as Collateral Agent (in such capacity, together with any successor or permitted assign, the “Collateral Agent”) and as trustee (in such capacity, together with any successor or permitted assign, the “Trustee”), have entered into an Indenture, dated as of July 15, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), pursuant to which the Issuers have issued $50,000,0000 in aggregate principal amount of their Notes (the “Notes”); and

WHEREAS, each Domestic Subsidiary of the Issuers is required under the Indenture to (a) become a party to the Indenture and deliver a Guarantee to guarantee the payment of the Notes and the other Obligations of the Issuers thereunder and under the Indenture Loan Documents to which the Issuers are a party and (b) become a party to the Security Agreement as a Grantor and secure its Obligations under the Indenture, such Guarantee and the other Indenture Loan Documents to which it is a party pursuant to the terms hereof; and

WHEREAS, each of the Issuers, the Parent Guarantor and each other Grantor signatory thereto in such capacity has executed and delivered to the Collateral Agent, for the benefit of itself, the Trustee and the Noteholders, that certain Security Agreement, dated as of July 15, 2005 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, PCA, PCA Finance and each of PCA’s subsidiaries signatory thereto each in its capacity as a borrower (such subsidiaries, together with PCA, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the Parent Guarantor, each other subsidiary of the Borrowers signatories thereto in its capacity as a guarantor (collectively, the “Loan Guarantors”), the various lenders party thereto as “Lenders” (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., in its capacity as administrative agent for the Lenders (in such capacity, together with any successor or permitted assign, hereinafter referred to as the “Administrative Agent”) have entered into that certain Credit Agreement, dated as of July 15, 2005 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, the Borrowers, the Parent Guarantor and each other Loan Guarantor have entered into that certain Security Agreement, dated as of July 15, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Lender Security Agreement”) in favor of the Administrative Agent; and

WHEREAS, the Collateral Agent (on behalf of itself, the Trustee and the Noteholders), the Administrative Agent (on behalf of the Lenders), and the Issuers, the Parent Guarantor and each other Guarantor party thereto in such capacity have entered into that certain Intercreditor and Lien Subordination Agreement, dated as of July 15, 2005 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Intercreditor Agreement”), which agreement, among other things, sets forth, as between the Collateral Agent and the Administrative Agent, the relative priority of their respective Liens in the Collateral and their rights with respect thereto; and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Collateral Agent, for the benefit of itself, the Trustee and the Noteholders, this Patent Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1.DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement, the Indenture Loan Documents and/or the Intercreditor Agreement, as applicable.

2.GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Each Grantor hereby grants to the Collateral Agent, for the benefit of itself, the Trustee and the Noteholders, a continuing security interest (subject in priority only to the first priority perfected security interests in favor of the Administrative Agent in accordance with the provisions of the Intercreditor Agreement) in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Patent Collateral”):

(a)all of its Patents and rights in and to Patent Intellectual Property Licenses to which it is a party referred to on Schedule I hereto;

(b)all reissues, continuations, continuations-in-part, substitutes, extensions or renewals of, and improvements on, the foregoing; and

(c)all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future infringement or dilution of any Patent or any Patent licensed under any Intellectual Property License.

3.SECURITY AGREEMENT. The security interests granted pursuant to this Patent Security Agreement are granted in conjunction with the security interests granted to the Collateral Agent, for the benefit of itself, the Trustee and the Noteholders, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

4.AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new patentable inventions or become entitled to the benefit of any patent application or patent for any reissue, division, or continuation, of any patent, the provisions of this Patent Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to the Collateral Agent with respect to any such new patent rights. Without limiting Grantors' obligations under this Section 4, Grantors hereby authorize the Collateral Agent unilaterally to modify this Agreement by amending Schedule I to include any such new patent rights of Grantors. Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from the Collateral Agent's continuing security interest in all Collateral, whether or not listed on Schedule I.

5.COUNTERPARTS. This Patent Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Patent Security Agreement or any other Indenture Loan Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

6.INCORPORATION BY REFERENCE. In connection with its appointment and acting hereunder, the Collateral Agent is entitled to all rights, privileges, protections, immunities, benefits and indemnities of the “Collateral Agent” under the Security Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

By:

Name:

Title:

By:

Name:

Title:

ACCEPTED AND ACKNOWLEDGED BY:

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Collateral Agent

By:

Name:

Title:

EXHIBIT C

Annex 1 to Pledge and Security Agreement

PLEDGED INTERESTS ADDENDUM

This Pledged Interests Addendum, dated as of _________ ___, 20___, is delivered pursuant to Section 6 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledged Interests Addendum may be attached to that certain Security Agreement, dated as of July 15, 2005 (as amended, restated, supplemented or otherwise modified from time to time, including all exhibits and schedules thereto, the “Security Agreement”), made by the undersigned, together with the other Grantors named therein, to THE BANK OF NEW YORK TRUST COMPANY, N.A., as Collateral Agent. Initially capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Security Agreement, the Indenture Loan Documents and/or the Intercreditor Agreement, as applicable. The undersigned hereby agrees that the additional interests listed on this Pledged Interests Addendum as set forth below shall be and become part of the Pledged Interests pledged by the undersigned to the Collateral Agent in the Security Agreement and any pledged company set forth on this Pledged Interests Addendum as set forth below shall be and become a "Pledged Company" under the Security Agreement, each with the same force and effect as if originally named therein.

The undersigned hereby certifies that the representations and warranties set forth in Section 5 of the Security Agreement of the undersigned are true and correct in all material respects as to the Pledged Interests listed herein on and as of the date hereof.

[___________________]

By:

Name:

Title:

  Name of Pledgor     Name of Pledged Company     Number of Shares/Units     Class of Interests     Percentage of Class Owned     Percentage of Class Pledged     Certificate Nos.  

EXHIBIT D

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this ___ day of ___________, 20__, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and THE BANK OF NEW YORK TRUST COMPANY, N.A. (“BNY”), solely in its capacity as Collateral Agent for the Trustee and the Noteholders (together with its successors and assigns in such capacity, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, PCA LLC, a Delaware limited liability company, as issuer (“PCA”), PCA FINANCE CORP., a Delaware corporation, as co-issuer (“PCA Finance” and collectively with PCA, the “Issuers”), PORTRAIT CORPORATION OF AMERICA, INC., a Delaware corporation (the “Parent Guarantor”) and each other Guarantor (as referred to below and as defined in the Indenture, collectively, together with the Parent Guarantor, the “Guarantors”), and BNY, as Collateral Agent (in such capacity, together with any successor or permitted assign, the “Collateral Agent”) and as trustee (in such capacity, together with any successor or permitted assign, the “Trustee”), have entered into an Indenture, dated as of July 15, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), pursuant to which the Issuers have issued $50,000,0000 in aggregate principal amount of their Notes (the “Notes”); and

WHEREAS, each Domestic Subsidiary of the Issuers is required under the Indenture to (a) become a party to the Indenture and deliver a Guarantee to guarantee the payment of the Notes and the other Obligations of the Issuers thereunder and under the Indenture Loan Documents to which the Issuers are a party and (b) become a party to the Security Agreement as a Grantor and secure its Obligations under the Indenture, such Guarantee and the other Indenture Loan Documents to which it is a party pursuant to the terms hereof; and

WHEREAS, each of the Issuers, the Parent Guarantor and each other Grantor signatory thereto in such capacity has executed and delivered to the Collateral Agent, for the benefit of itself, the Trustee and the Noteholders, that certain Security Agreement, dated as of July 15, 2005 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, PCA, PCA Finance and each of PCA’s subsidiaries signatory thereto each in its capacity as a borrower (such subsidiaries, together with PCA, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the Parent Guarantor, each other subsidiary of the Borrowers signatories thereto in its capacity as a guarantor (collectively, the “Loan Guarantors”), the various lenders party thereto as “Lenders” (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., in its capacity as administrative agent for the Lenders (in such capacity, together with any successor or permitted assign, hereinafter referred to as the “Administrative Agent”) have entered into that certain Credit Agreement, dated as of July 15, 2005 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, the Borrowers, the Parent Guarantor and each other Loan Guarantor have entered into that certain Security Agreement, dated as of July 15, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Lender Security Agreement”) in favor of the Administrative Agent; and

WHEREAS, the Collateral Agent (on behalf of itself, the Trustee and the Noteholders), the Administrative Agent (on behalf of the Lenders), and the Issuers, the Parent Guarantor and each other Guarantor party thereto in such capacity have entered into that certain Intercreditor and Lien Subordination Agreement, dated as of July 15, 2005 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Intercreditor Agreement”), which agreement, among other things, sets forth, as between the Collateral Agent and the Administrative Agent, the relative priority of their respective Liens in the Collateral and their rights with respect thereto; and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Collateral Agent, for the benefit of itself, the Trustee and the Noteholders, this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1.DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement, the Indenture Loan Documents and/or the Intercreditor Agreement, as applicable.

2.GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby grants to the Collateral Agent, for the benefit of itself, the Trustee and the Noteholders, a continuing security interest (subject in priority only to the first priority perfected security interests in favor of the Administrative Agent in accordance with the provisions of the Intercreditor Agreement) in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Trademark Collateral”):

(a)all of its Trademarks and rights in and to Trademark Intellectual Property Licenses to which it is a party referred to on Schedule I hereto;

(b)all extensions, modifications and renewals of the foregoing;

(c)all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark Intellectual Property License; and

(d)all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademark licensed under any Intellectual Property License or (ii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Intellectual Property License.

3.SECURITY AGREEMENT. The security interests granted pursuant to this Trademark Security Agreement are granted in conjunction with the security interests granted to the Collateral Agent, for the benefit of itself, the Trustee and the Noteholders, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

4.AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to the Collateral Agent with respect to any such new trademarks or renewal or extension of any trademark registration. Without limiting Grantors' obligations under this Section 4, Grantors hereby authorize the Collateral Agent unilaterally to modify this Agreement by amending Schedule I to include any such new trademark rights of Grantors. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from the Collateral Agent's continuing security interest in all Collateral, whether or not listed on Schedule I.

5.COUNTERPARTS. This Trademark Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Trademark Security Agreement or any other Indenture Loan Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

6.INCORPORATION BY REFERENCE. In connection with its appointment and acting hereunder, the Collateral Agent is entitled to all rights, privileges, protections, immunities, benefits and indemnities of the “Collateral Agent” under the Security Agreement.

[signature page follows]

IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

By:

Name:

Title:

By:

Name:

Title:

ACCEPTED AND ACKNOWLEDGED BY:

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Collateral Agent

By:

Name:

Title:

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

Trademark Registrations/Applications

  Grantor     Country     Mark     Application/ Registration No.     App/Reg Date  

Trade Names

Common Law Trademarks

Trademarks Not Currently In Use

Trademark Licenses