Common use of Collateral Clause in Contracts

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.

Collateral. As collateral security Subject to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to a Collateral Account Pledge, a Security Agreement, the related financing statements and the other related documents, the Guarantor shall grant, and shall pledge and/or assign by way of security, to the Administrative Agent, for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) benefit of each of the ObligationsSecured Parties, each Debtor hereby pledges and grants to the Secured Party as applicable, a Lien on and first priority, security interest and ▇▇▇▇ in and to all of such Debtor’s right, title and interest on its interests in the following properties and assets of such Debtorfollowing, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by or arising: (i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such DebtorUnfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto; (jii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all Deposit Accountsguaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, includingin each case of clauses (x), without limitation(y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the balance from time to time in all bank accounts maintained by provisions thereof against such DebtorInvestors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto; (kiii) any and all Commercial Tort Claims specified on Schedule VIIagreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral; (liv) each Collateral Account, including but not limited to any and all Trademarks, Patents funds and Copyrights; (m) all books and records pertaining to the other Collateralfinancial assets on deposit therein or credited thereto; and (nv) any and all other tangible and intangible property proceeds of such Debtor, any of the foregoing Collateral including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to the records of the Guarantor concerning any of the property foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the Guarantor’s Governing Documents, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Guarantor’s Governing Documents and this Credit Agreement, and (B) the proceeds of such Debtor described withdrawn funds (the items in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims A) and all rights, claims and benefits against any Person relating thereto(B), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtorcollectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary contained herein in this Credit Agreement or any other Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the SOX Insiders, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the SOX Insiders, if any, unless so elected by the Guarantor in its discretion, (ii) the term “Collateral” shall not include any Transaction DocumentPortfolio Investment, in no event shall the security interest granted herein any Portfolio Assets or therein attach to any Excluded AssetsProceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or the Guarantor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties shall not have any Lien on any property that is not “Collateral”, except in connection with any Swap Agreement, as provided therein.

Collateral. As collateral (a) The Borrower, as security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of the ObligationsSecured Obligations when due, each Debtor hereby pledges assigns, conveys, transfers, delivers and sets over to the Issuing Lender, and grants to the Secured Party Issuing Lender a Lien on and a security interest in all assets of the Borrower other than its books and records and its right, title and interest (now existing or hereafter acquired or arising) in, to all of such Debtorand under the Regulatory Account and the Administrative Account, including the Borrower’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether (now existing or hereafter coming into existence acquired or arising) in, to and wherever located under the following (all being collectively referred to herein as collectively, the “Collateral”): (ai) the Borrower’s interest, if any, in the Reinsurance Trust Account; provided, that such Lien and security interest is subject in all Instruments, together with all payments thereon or thereunder: (b) all Accountscases and in every respect to the rights of the Reinsurance Trustee in such interest; (cii) the Surplus Account, and all Inventory; (d) Cash, securities, Instruments and other property held in the Surplus Account from time to time, and all General Intangibles (including payment intangibles certificates and Instruments, if any, from time to time representing the Surplus Account or any property therein. Notwithstanding the status of the Surplus Account and financial assets as Collateral, the Surplus Account and such assets shall remain available to make payments in the priority and to the recipients identified pursuant to the Priority of Payments. In addition, the Issuing Lender agrees not to issue any Notice of Exclusive Control (as defined in the UCCSecurities Account Control Agreement) unless an Event of Default has occurred and Software)is continuing. The Issuing Lender hereby authorizes any disposition of property from the Surplus Account free of any security interest if, and only to the extent that, such disposition is made, and the proceeds are applied, in accordance with the Priority of Payments; (eiii) all Equipment; rights, if any, of the Borrower in (fA) all Documents; Cash, securities, Instruments and other property held or deemed to be held in any express or constructive trust established pursuant to the terms of the Reinsurance Agreement from time to time, and (gB) all Contracts; (h) all Goods; (i) all Investment Propertycertificates and Instruments, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accountsif any, including, without limitation, the balance from time to time representing any such express or constructive trust or any property therein; provided, that such Lien and security interest is subject in all bank accounts maintained by cases and in every respect to the rights of the Ceding Company in such Debtorrights; (kiv) any and all Commercial Tort Claims specified on Schedule VIIof the following, whether now existing or hereafter arising and wheresoever the same may be located: all rights of the Borrower under the Transaction Documents, accounts (other than the Regulatory Account and the Reinsurance Trust Account), chattel paper, deposit accounts, documents, equipment, general intangibles, goods, instruments, inventory, investment property, letters of credit, letter-of-credit rights, payment intangibles, securities accounts and supporting obligations; (lv) all Trademarks, Patents and Copyrights; (m) all books and records pertaining other property or rights delivered or assigned by the Borrower or on its behalf to the other CollateralIssuing Lender from time to time under this Agreement or otherwise, to secure or guarantee payment of the Secured Obligations; and (nvi) all other tangible and intangible property of such Debtor, including, without limitationto the extent not covered above, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions products and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoingof, and all booksdividends, correspondencecollections, filesearnings, recordsaccruals, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtorpayments with respect to, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to all of the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assetsforegoing.

Collateral. As collateral security Except for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively any items referred to herein as “Collateral”on Schedule 9.13(b): (a) all InstrumentsAll documents and instruments, together including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with all payments thereon the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or thereunder:recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Accounts;Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (ci) Except with respect to intercompany Indebtedness, all Inventory;evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) all General Intangibles (including payment intangibles (as defined The Guarantee shall be in the UCC) full force and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assetseffect.

Collateral. As collateral With respect to the Collateral at any time prior to the release of the Lien on the Collateral in accordance with the terms of the Security Agreement: (i) any Significant Collateral Security Failure Event with respect to the United States exists and is continuing; (ii) any Significant Collateral Security Failure Event with respect to two Material Foreign Jurisdictions exists and is continuing; or (c) the Borrower or Dart asserts, in any pleading in any court of competent jurisdiction, that any such security for interest is invalid or unenforceable and, in the prompt payment case of any such assertion by Dart, the Borrower fails to cause Dart to rescind such assertions within 10 days after the Borrower has actual knowledge of such assertions; provided that the Borrower’s or Dart’s assertion that a security interest is invalid or unenforceable is not based on a change of law in full when due the jurisdiction that results in the jurisdiction not permitting the granting, recordation or perfection of security interests in the Collateral; then, and in every such event (whether other than an event with respect to the Borrowers described in clause (f) of this Section 7.01), and at stated maturityany time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by acceleration notice to the Borrowers, take either or otherwise) both of the Obligationsfollowing actions, each Debtor hereby pledges at the same or different times: (i) terminate the Revolving Commitments, and grants thereupon the Revolving Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the Secured Party a Lien on principal of the Loans so declared to be due and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instrumentspayable, together with accrued interest thereon and all payments thereon fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or thereunder: (b) other notice of any kind, all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined of which are hereby waived by the Borrowers; and in case of any event with respect to the UCC) and Software); (e) all Equipment; Borrowers described in clause (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including7.01, the Revolving Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without limitationpresentment, demand, protest or other notice of any proceeds kind, all of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in which are hereby waived by the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsBorrowers.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) Subject to the Limited Conditionality Provision with respect to this Section 6.02(a), all InstrumentsCapital Stock of each directly owned Subsidiary of each Credit Party shall have been pledged (other than Capital Stock of any Excluded Subsidiary, together with in which case, the maximum amount of Capital Stock of such Excluded Subsidiary permitted to be pledged pursuant to this Agreement shall be pledged) pursuant to, and subject to the limitations set forth in the Security Pledge Agreement, and the Collateral Agent shall have received all payments thereon or thereunder:certificates representing such securities pledged under the Security Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (b) all Accounts; the Borrower shall have executed and delivered to the Collateral Agent a collateral assignment, in form and substance satisfactory to the Collateral Agent, of the Acquisition Documents; provided that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (cother than the pledge (and delivery in the case of the immediately following clause (1)) all Inventory; and perfection of the security interests (d1) all General Intangibles in the certificated equity securities of the Target, any Domestic Subsidiaries of Holdings (including payment intangibles other than the Target and its Subsidiaries) and (as defined 2) in other assets of any Domestic Subsidiaries of Holdings (other than the Target and its Subsidiaries) with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC) and Software); after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but instead shall be required to be delivered, or a security interest therein perfected, not more than 90 days after the Closing Date (eas such period may be extended by the Administrative Agent in its sole discretion) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitationcollectively, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto“Limited Conditionality Provision”), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.

Collateral. As collateral In addition to, and not in substitution for, any Property delivered, conveyed, transferred or assigned to you under any Loan Document as security for the prompt payment in full when due (whether at stated maturity, by acceleration any or otherwise) of the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s rightApplicant's obligations and liabilities to you at any time existing under or in connection with any L/C Document or any Loan Document, title Applicant agrees to deliver, convey, transfer and interest in the following properties assign to you on demand, as security, Property of a value and assets of such Debtorcharacter satisfactory to you, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Propertyif you at any time reasonably feel insecure about Applicant's ability or willingness to repay any amounts which you have paid or may pay in the future on any Demand or in honoring any other of your obligations under or in connection with any Credit, including or (ii) without limitation all equity interests now owned limiting the generality of the foregoing, if any temporary or hereafter acquired permanent restraining order, preliminary or permanent injunction, or any other pretrial or permanent injunctive or similar relief is obtained restraining, prohibiting or enjoining you, any of your correspondents, or any advising, confirming, negotiating, paying or other bank from paying or negotiating any Demand or honoring any other obligation under or in connection with any Credit. Applicant agrees that the receipt by such Debtor; (j) all Deposit Accountsyou or any of your agents or correspondents at any time of any kind of security, including, without limitation, the balance from time cash, shall not be deemed a waiver of any of your rights or powers under this Agreement. Applicant agrees to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified sign and deliver to you on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitationdemand, all interests such deeds of trust, security agreements, financing statements and other documents as you shall at any time request which are necessary or desirable (in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions your sole opinion) to grant to you an effective and replacements of perfected security interest in and to any or all of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims Collateral. Applicant agrees to pay all filing and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything recording fees related to the contrary contained herein or in perfection of any Transaction Document, in no event shall the security interest granted herein to you in accordance with this Section. Applicant hereby agrees that any or therein attach to all of the Collateral may be held and disposed of as provided in this Agreement by you. Upon any Excluded Assetstransfer, sale, delivery, surrender or endorsement of any Document or Property which is or was part of the Collateral, Applicant will indemnify and hold you and your agents and correspondents harmless from and against each and every claim, demand, action or suit which may arise against you or any of your agents or correspondents by reason of such transfer, sale, delivery, surrender or endorsement.

Collateral. As collateral security for To secure performance by the prompt Borrower Parties of the payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of the Obligations, each Debtor hereby pledges and grants : (i) pursuant to the Collateral Account Pledges and Account Control Agreements (if applicable), the Loan Parties will grant to the Administrative Agent, for the benefit of each of the Lenders, an exclusive, perfected, first priority security interest and lien in and to each Collateral Account and all of the proceeds thereof as more fully described therein; and (ii) pursuant to the Security Agreements, to the extent of their respective interests therein, the Initial Borrower, the Guarantor and the Guarantor General Partner will grant to the Administrative Agent, for the benefit of each of the Secured Party a Lien on and Parties, an exclusive, perfected, first priority security interest in and Lien on and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accountscollateral described therein, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all TrademarksCapital Calls, Patents Capital Commitments, Unfunded Commitments and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such DebtorCapital Contributions, including, without limitation, all interests in real propertyany rights to make Capital Calls, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions receive payment of Capital Commitments and replacements of enforce the payment thereof and to enforce the payment thereof or any of guarantees thereof now existing or hereafter arising (the property of such Debtor described collateral in the preceding clauses (i)-(ii) of this Section 3 (including5.01 being, without limitationcollectively, any proceeds the “Collateral”). For the avoidance of insurance thereondoubt, insurance claims the Obligations of each Borrower shall be cross-secured by the Unfunded Commitments of all Borrowers and all rightsthe Guarantor. In order to secure further the payment and performance of the Obligations and to effect and facilitate the Lenders’ right of setoff, claims each Loan Party hereby irrevocably appoints the Administrative Agent as subscription agent and benefits against any Person relating thereto), other rights to payments not otherwise included the sole party entitled in the foregoingname of any Loan Party, upon the occurrence and during the continuance of an Event of Default, to make any Capital Calls on the Investors pursuant to the terms of each of the Governing Agreements, the Security Agreements, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such DebtorSubscription Agreements. Notwithstanding anything to the contrary contained herein herein, upon the occurrence and during the continuation of an Event of Default, no Loan Party shall make a Capital Call unless such Capital Call is (i) pursuant to the last sentence of Section 5.02(d), (ii) otherwise with the prior written consent of Administrative Agent, or in any Transaction Document, in no event shall (iii) at the security interest granted herein or therein attach to any Excluded AssetsAdministrative Agent’s request.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) The Collateral under this Security Agreement includes all of the Obligationsfollowing assets of the Debtor which are or are to be installed, attached, and/or used upon or in connection with, relate to or arise from (including without limitation the ownership and/or operation of) the Project, the Gaming Facility Site and/or the Project Facilities, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired (collectively all of the following property and whether now existing similar or hereafter coming into existence and wherever located (all after-acquired property under this Section 2 being collectively hereinafter referred to herein as “the "Collateral”):"). (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles any Furnishings and Equipment (as defined in the UCC) Management Contract); and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests each of the foregoing whether now owned or hereafter at any time acquired by Debtor and wherever located, and includes all replacements, additions, parts, appurtenances, accessions, substitutions, repairs, proceeds, products, offspring, rents and profits, license rights and software attached or relating thereto or therefrom, and all documents, records, ledger sheets and files of Debtor relating thereto; together further with all proceeds of any such Debtor; (j) all Deposit AccountsCollateral, including, without limitationlimitation (i) whatever is now or hereafter receivable or received by Debtor upon the sale, the balance from time to time in all bank accounts maintained exchange, collection or other disposition of any item of Collateral, whether voluntary or involuntary, whether such proceeds constitute equipment, intangibles, or other assets; (ii) any such items which are now or hereafter acquired by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, with any proceeds of Collateral hereunder; (iii) all warehouse receipts, bills of lading and other documents of title now or hereafter covering such goods; and (iii) any insurance thereonproceeds or any payments under any indemnity, insurance claims warranty or guaranty now or hereafter payable by reason of loss or damage or otherwise with respect to any item of Collateral or any proceeds thereof. Capitalized terms used and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included defined herein shall have the meanings set forth in the foregoing, Management Contract and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or each category of Collateral that is defined under the control of such DebtorUCC shall have the meanings set forth therein. As they are used in this Agreement, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event terms listed below shall have the security interest granted herein or therein attach to any Excluded Assets.following meanings:

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) All outstanding Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all Instrumentscertificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent (at the direction of the Administrative Agent acting reasonably) to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document, unless otherwise agreed by the Collateral Agent (acting at the direction of the Administrative Agent), shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) The Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtorattachments contemplated thereby. Notwithstanding anything to the contrary contained herein or in any Transaction Documentherein, in no event shall the security interest granted herein or therein attach with respect to any Excluded Assetssecurity documents relating to real property to the extent constituting Collateral, the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days after the Closing Date or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion.

Collateral. (a) The parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the Lenders to the Borrower under Applicable Law. As collateral security for the prompt prompt, complete and indefeasible payment and performance in full when due (due, whether at stated maturityby lapse of time, by acceleration or otherwise) , of the Obligations, each Debtor the Borrower hereby pledges and grants to the Administrative Agent, as agent for the Secured Party Parties, a Lien lien on and security interest in and to all of such Debtorthe Borrower’s right, title and interest in in, to and under the following properties and assets of such Debtorfollowing, whether now owned by such Debtor or hereafter acquired and whether now existing or owned or hereafter coming into existence and wherever located arising or acquired by the Borrower (all being collectively referred to herein as collectively, the “Collateral”): (ai) the Receivables and the related Contracts, (including the right to service the Receivables in connection therewith), and any accounts or obligations evidenced thereby, any guarantee thereof, all Instruments, together Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with all payments thereon respect to any such Receivables) or thereunder: (b) all Accountsto become due or received by any Person in payment of any of the foregoing on or after the related Cutoff Date; (cii) all Inventory; (d) all General Intangibles (the 2017-1A SUBI, the 2017-1A SUBI Certificate and any related rights, authority, powers and privileges of the holder and the beneficiary thereof under the related Trust Documents, including payment intangibles (as defined a beneficial interest in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment PropertyNorth Carolina Receivables from time to time allocated to the 2017-1A SUBI, including without limitation all equity interests now owned monies due and to become due with respect thereto and all proceeds thereof, and all payments and distributions thereunder of whatever kind or hereafter acquired by such Debtor; (j) all Deposit Accountscharacter and whether in cash or other property, at any time made or distributable to the Borrower thereunder or in respect thereof, whether due or to become due, including, without limitation, the balance from time immediate and continuing right of the Borrower to time in receive and collect all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining amounts payable to the other Collateral; and holder thereof, and all of the Borrower’s rights, remedies, powers, interests and privileges under the Trust Documents (n) all other tangible and intangible property of such Debtorwhether arising pursuant to the terms thereof or otherwise available to Borrower), including, without limitation, the right to enforce the Trust Documents, to give or withhold any and all interests in real propertyconsents, Proceedsrequests, tort claimsnotices, productsdirections, accessions, rents, profits, income, benefits, substitutions, additions approvals or waivers thereunder and replacements of all amounts due and to any of the property of such Debtor described in the preceding clauses of this Section 3 become due thereunder, whether payable as indemnities or damages for breach thereof; (including, without limitation, any proceeds of insurance thereon, insurance claims iii) each First Tier Purchase Agreement and all rightsremedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by Regional Management against each Originator under or in connection with the First Tier Purchase Agreement; (iv) the Second Tier Purchase Agreement and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Regional Management under or in connection with the Second Tier Purchase Agreement; (v) the Account Collateral; (vi) all Liquidation Proceeds; (vii) all Hedge Collateral; (viii) all Receivable Files, claims Servicer Files and benefits against any Person relating thereto)the Schedule of Receivables, other rights to payments not otherwise and the documents, agreements and instruments included in the foregoing, Receivable Files and all books, correspondence, files, records, invoices and other papersServicer Files, including without limitation rights of recourse of the Borrower against the related Originators and Regional Management; (ix) all tapes, cards, computer runs, computer programs, computer files and other papersRecords, documents and records in writings evidencing or related to the possession Receivables or under the control Contracts; (x) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof), payments and other agreements or arrangements of such Debtor, any computer bureau or service company whatever character from time to time acting for such Debtorsupporting or securing payment of the Receivables, whether pursuant to the related Contracts or otherwise; (xi) all security interests, Liens, guaranties and other encumbrances in favor of or assigned or transferred to the Borrower in and to the Receivables; (xii) all deposit accounts, monies, deposits, funds, accounts and instruments relating to the foregoing; and (xiii) all income, products, accessions and proceeds of the foregoing. (b) The grant under this Section does not constitute and is not intended to result in a creation or an assumption by any Agent or any of the Secured Parties of any obligation of the Borrower or any other Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Notwithstanding anything Anything herein to the contrary contained herein notwithstanding, (i) the Borrower shall remain liable under the Contracts to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under the Collateral and (iii) no Agent or any Secured Party shall have any obligations or liability under the Collateral by reason of this Agreement, nor shall any Agent or any Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. (c) Notwithstanding the foregoing grant of security interest, no account, instrument, chattel paper or other obligation or property of any kind due from, owned by or belonging to a Sanctioned Target shall be Collateral. (d) Each of the Borrower and the Servicer represents and warrants as to itself that each remittance of Collections by the Borrower or the Servicer to the Administrative Agent or any Lender under this Agreement will have been (i) in any Transaction Document, payment of a debt incurred by the Borrower in no event shall the security interest granted herein ordinary course of business or therein attach to any Excluded Assetsfinancial affairs of the Borrower and the Servicer and (ii) made in the ordinary course of business or financial affairs of the Borrower and the Servicer or as required under the Basic Documents.

Collateral. As collateral In addition to, and not in substitution for, any Property delivered, conveyed, transferred or assigned to you under any Loan Document as security for the prompt payment any or all of Applicant's obligations and liabilities to you at any time existing under or in full when due (whether at stated maturityconnection with any L/C Document or any Loan Document, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and Applicant grants to the Secured Party you a Lien on and security interest in and to the following Collateral, whether or not any such Collateral is in your possession or control or the possession or control of your agents or correspondents or in transit to, or set apart for, you or your agents or correspondents, until such time as all of Applicant's obligations and liabilities to you at any time existing under or in connection with each L/C Document and each Loan Document have been fully paid and discharged, all as security for such Debtor’s obligations and liabilities, (a) all Applicant's property, claims, demands, right, title and interest in and to the following properties balance of each of Applicant's deposit accounts with you now or at any time hereafter existing, and assets all evidences of such Debtordeposit accounts, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (Property belonging to Applicant or in which it may have an interest, now or at any time hereafter delivered, conveyed, transferred, assigned, pledged or paid to you or your agents or correspondents in any manner whatsoever, whether as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned security or hereafter acquired by such Debtor; (j) all Deposit Accountsfor safekeeping or otherwise, including, without limitation, any items received for collection or transmission, and the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property proceeds of such Debtoritems, whether or not such Property is in whole or in part released to Applicant on trust or bailee receipt or otherwise, and (c) where Applicant is more than one person or entity, all right, title and interest of each of Applicants in and to all the Property which any of Applicants may now or hereafter obtain as security for the obligations of any one or more of Applicants to one or more of the others of Applicants arising under or in connection with the transaction to which any Credit relates. Further, in addition to, and not in substitution for, any Property delivered, conveyed, transferred or assigned to you under any Loan Document as security for any or all of Applicant's obligations and liabilities to you at any time existing under or in connection with any L/C Document or any Loan Document, Applicant agrees to deliver, convey, transfer and assign to you on demand, as security, Property of a value and character satisfactory to you, (i) if you at any time feel insecure about Applicant's ability or willingness to repay any amounts which you have paid or may pay in the future on any Demand or in honoring any other of your obligations under or in connection with any Credit, or (ii) without limiting the generality of the foregoing, if any temporary or permanent restraining order, preliminary or permanent injunction, or any other pretrial or permanent injunctive or similar relief is obtained restraining, prohibiting or enjoining you, any of your correspondents, or any advising, confirming, negotiating, paying or other bank from paying or negotiating any Demand or honoring any other obligation under or in connection with any Credit. Applicant agrees that the receipt by you or any of your agents or correspondents at any time of any kind of security, including, without limitation, cash, shall not be deemed a waiver of any of your rights or powers under this Agreement. Applicant agrees to sign and deliver to you on demand, all interests such deeds of trust, security agreements, financing statements and other documents as you shall at any time request which are necessary or desirable (in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions your sole opinion) to grant to you an effective and replacements of perfected security interest in and to any or all of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims Collateral. Applicant agrees to pay all filing and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything recording fees related to the contrary contained herein or in perfection of any Transaction Document, in no event shall the security interest granted herein to you in accordance with this Section. Applicant hereby agrees that any or therein attach to all of the Collateral may be held and disposed of as provided in this Agreement by you. Upon any Excluded Assetstransfer, sale, delivery, surrender or endorsement of any Document or Property which is or was part of the Collateral, Applicant will indemnify and hold you and your agents and correspondents harmless from and against each and every claim, demand, action or suit which may arise against you or any of your agents or correspondents by reason of such transfer, sale, delivery, surrender or endorsement.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligationsobligations due the Secured Party under the Notes, each Debtor hereby pledges and grants to the Secured Party Party, for the benefit of itself and each Purchaser, a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Debtor Borrower hereby pledges and grants to the Secured Party Bank a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether its inventory of: _X_ New Motor Vehicles (now existing or hereafter coming into existence acquired) _X_ Used Motor Vehicles (now existing or hereafter acquired) including all parts and wherever located (all being collectively referred accessories added to herein as “Collateral”): (a) all Instrumentsvehicles, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned existing or hereafter acquired by Borrower, including any such Debtor; (j) goods as may be leased or held for leasing, together with any and all Deposit Accountsaccounts and proceeds arising from the sale, includinglease or disposition of said property and all returned, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents refused and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitationrepossessed goods, all interests in real propertymonies received from manufacturers by way of credits, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and refunds or otherwise with respect to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoingCollateral, and all books, correspondence, files, records, invoices proceeds thereof (Collateral) to secure all debt of Borrower to Bank under any and all present and future Advances of whatever kind and further including but not limited to the Line and all other debt and other papersobligations of Borrower to Bank of any nature now existing or hereafter arising, including without limitation all tapesbut not limited to debt arising directly between Borrower and Bank or acquired outright, cardsconditionally or as Collateral security from another by Bank, computer runsabsolute or contingent, computer programsjoint or several, computer files secured or unsecured, due or not due, contractual or tortious, liquidated or unliquidated, arising under the operation of law or otherwise, direct or indirect, whether incurred directly or as part of a partnership, association or other group, or whether incurred as principal, surety, indorser, accommodation party or otherwise. Borrower will execute and other papersdeliver any documents, documents instruments or agreements required by Bank to evidence debt hereunder, grant, perfect and records preserve the security interest, and otherwise carry out the terms of this Agreement. The security interest herein described is also evidenced by a Security Agreement between Borrower and Bank, and in the possession or under event of any conflict between the control of such Debtorterms hereof and the terms thereof, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assetsterms hereof will apply.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and grants Notwithstanding anything herein to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Documentcontrary, in no event shall the security interest granted herein under Section 3.01 or therein 4.01 hereof attach to any the following (collectively, the “Excluded Assets”) (a) any lease, license, General Intangible, contract or agreement to which any Grantor is a party or any of its rights or interests thereunder to the extent that (and for as long as) (i) such lease, license, General Intangible, contract or agreement, or assets subject thereto, are not assignable or capable of being encumbered as a matter of law or under the terms of the lease, license, General Intangible, contract or agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law, including Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC, in respect of the grant of a security interest hereunder), without the consent of the licensor or lessor thereof, or other applicable party thereto and (ii) such consent has not been obtained; (b) any intent-to-use application for a Trademark to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use application for a Trademark under federal law, (c) any vehicle or other assets owned by any Grantor that is subject to a certificate of title, (d) in the case of voting Equity Interests of a Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower which is treated as a Foreign Subsidiary of the Borrower for United States federal income purposes, more than 66% of such voting Equity Interests, (e) any Equity Interests in joint ventures or any non-wholly owned Subsidiaries, but only to the extent that the organizational documents or other agreements with other equity holders do not permit or otherwise restrict the pledge of such Equity Interest, (f) assets that are subject to or secured by Liens (i) permitted by Section 6.02(d), (g) or (m) of the Credit Agreement, (ii) permitted by Section 6.02(s) of the Credit Agreement securing Indebtedness described in Section 6.01(m)(i) of the Credit Agreement (but only to the extent that (x) the documentation pursuant to which such Liens were granted prohibits the granting of a Lien hereunder, (y) such documentation and Liens were in effect prior to such acquisition and (z) such Liens were not incurred, and such documentation was not entered into, by a Grantor in anticipation of such acquisition) of the Credit Agreement, (iii) in favor of ▇▇▇▇▇ Fargo Bank, National Association on the cash collateral in respect of the Prepetition LC Facility or (iv) securing a purchase money obligation or Capital Lease Obligations permitted to be incurred pursuant to the provisions of the Credit Agreement, in each case to the extent the documentation relating to such Lien prohibits, or requires any consent for, any other Lien on such asset, (g) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby, (h) any Letter-Of-Credit Rights to the extent perfection of a Lien in such Letter-Of-Credit Rights cannot be obtained by filing financing statements and (i) any Commercial Tort Claims with respect to which notice is not required to be delivered under Section 4.04(f). With respect to any provision or restriction affecting the Collateral the reason for which such Collateral constitutes an Excluded Asset, immediately upon the ineffectiveness, lapse or termination of such provision or restriction with respect to such Excluded Asset, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, the rights and interests in such Collateral as if such provision or restriction had never been in effect and if and when such property shall cease to be an Excluded Asset, such property shall be deemed at all times from and after the date thereof to constitute Collateral.

Collateral. As collateral 4.1 In consideration of FSL granting or continuing to make available the Margin Facilities to the Customer, the Customer, as beneficial owner hereby charges, assigns and releases to FSL the following assets of the Customer (as Collateral) as continuing security for the prompt punctual payment in full when to FSL on the respective due (whether at stated maturity, by acceleration dates of all amounts outstanding under the Margin Facilities and all other moneys and sums due or otherwise) owing from the Customer to FSL from time to time pursuant to this Agreement and for the performance of all the obligations of the Obligations, each Debtor hereby pledges and grants Customer to FSL from time to time pursuant to this Agreement:- (a) all the Secured Party a Lien on and security interest in and to all of such Debtor’s rightCustomer's rights, title and interest in and to the following properties Securities which shall at any time hereafter and assets from time to time be purchased or held by FSL or its nominee for or on account of such Debtor, the Customer pursuant to this Agreement and any Securities deposited with FSL whether now owned by such Debtor pursuant to Clause 5.1 of this Section II or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instrumentsotherwise, together with all payments thereon dividends or thereunder:interest paid or payable after the date hereof on or in respect of any of such Securities and all accretions thereto by way of bonus, distributions, options, rights or otherwise howsoever accruing or offered at any time hereafter (together the "Charged Securities"); and (b) all Accounts;and any funds standing to the credit of the Margin Account and all funds held by FSL for or on account of the Customer from time to time. 4.2 FSL is hereby irrevocably authorized to hold the Charged Securities in its own name or in the name of its nominee or be deposited in a safe custody in a designated account with its bankers or with any other institution which provides facilities for the safe custody of documents. In the case of Securities in Hong Kong, such institution shall be acceptable to the SFC as a provider of safe custody services and the Customer hereby irrevocably authorises FSL to do and execute any and all acts or things and documents necessary to transfer, complete and/or vest title to all of the Charged Securities to it or its nominee and to do all such things and execute all such documents as it may reasonably require in order to perfect the security given hereunder. 4.3 The security given by the Customer hereunder shall be in addition to and may be enforced by FSL without prejudice to any other guarantee, pledge, lien, indemnity, assurance, mortgage, charge, debenture or collateral security or other power, right or remedy now or at any time hereafter held or available to FSL in respect of the Margin Facilities or the obligations of the Customer hereunder and shall be a continuing security notwithstanding the death, bankruptcy, liquidation, winding-up, insolvency, incapacity or any change in the constitution of the Customer or any intermediate or partial payment or settlement of account or satisfaction of the whole or any part of the amounts outstanding under the Margin Facilities or any obligations of the Customer under this Agreement. 4.4 The Customer hereby irrevocably undertakes to FSL that all the Customer's rights, title and interest in and to the Collateral will at all relevant times constitute the legal and unencumbered property of the Customer free from any trust, lien, charge, mortgage, pledge or other encumbrance (save as created or required hereunder). The Customer shall provide FSL with signed transfers or other instruments necessary for FSL to exercise its rights under this Agreement. 4.5 All dividends, interests, income, payments or other distributions received by FSL in respect of the Charged Securities will be credited to the Margin Account on receipt by FSL. (ca) all Inventory;The Customer hereby represents and warrants to FSL that during the continuance of the Charge: (di) all General Intangibles the Customer has and will maintain unencumbered and absolute title to the Charged Securities (including payment intangibles (as defined in subject only to the UCC) and SoftwareCharge); (eii) all Equipment;the Charge constitutes and will continue to constitute the valid and legally binding obligations of the Customer enforceable in accordance with its terms. (fb) all Documents; (g) all Contracts; (h) all Goods;The Customer hereby undertakes and agrees that during the continuance of the Charge, the Customer shall: (i) all Investment Propertynot mortgage, including without limitation all equity interests now owned charge, pledge or hereafter acquired by such Debtorotherwise encumber or assign, transfer or otherwise deal with or grant or suffer to arise any third party rights over or against the whole or any part of the Collateral or purport so to do ranking in priority to or pari passu with the Charge, except in FSL's favour; (jii) all Deposit Accountsdeposit with FSL or to its order, including, without limitation, the balance at such place as FSL may from time to time direct, all certificates, instruments and evidence of title to the Charged Securities, together, where appropriate, with all such necessary forms of transfer or other instructions, duly executed in all bank accounts maintained by such Debtorfavour of FSL, as FSL may from time to time require; (kiii) all Commercial Tort Claims specified at any time and from time to time, execute and deliver such further assignments, charges, authorities and other documents as FSL may from time to time require for perfecting its title to or for vesting or enabling FSL to vest the full benefit of the Collateral in its favour, which assignments, charges, authorities and other documents shall be prepared by FSL or on Schedule VII; (l) all Trademarksits behalf, Patents at the cost of the Customer, and Copyrights; (m) all books and records pertaining to shall contain such provisions for FSL's benefit as FSL may reasonably require, for which purposes the other CollateralCustomer hereby irrevocably appoints FSL as the Customer's lawful attorney; and (niv) obtain and maintain in full force and effect all governmental and other approvals, authorities, licenses and consents required in connection with the Charge and to do or cause to be done all other tangible acts and intangible property things necessary or desirable for the performance of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any the obligations of the property of such Debtor described in the preceding clauses of Customer pursuant to this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsAgreement.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligationsobligations due the Secured Party under the Notes, each Debtor hereby pledges and grants to the Secured Party Party, for the benefit of itself and each Purchaser, a Lien on and security interest in and to all of such Debtor’s assets, including all right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”):), which Lien shall be secondary to the Senior Indebtedness: (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; (n) all Software; and (no) all other tangible and intangible property and other assets of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, or any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and grants to the Secured Party Party, for the benefit of itself and each Purchaser, a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.

Collateral. As collateral (i) Without the consent of any other person, but subject to the terms of any applicable Intercreditor Agreement, the applicable Credit Party or Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion), or shall, to the extent required by any Loan Document enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion (including to cover additional amounts as secured obligations thereunder) or enhancement of any security interest in any Collateral or additional property to become Collateral for the prompt benefit of the Secured Parties, or as required by local law to give effect to, or protect, any security interest for the benefit of the Secured Parties in any property or so that the security interests therein comply with applicable Requirements of Law. (ii) Notwithstanding anything in this Agreement or any Security Document to the contrary, the Administrative Agent and/or, as applicable, the Collateral Agent may, in its sole discretion, grant extensions of time for the satisfaction of any of the requirements under Sections 5.10 and 5.11 or of any Security Document in respect of any particular Collateral or any particular Subsidiary if it determines that the satisfaction thereof with respect to such Collateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort or due to factors beyond the control of Holdings, the Borrower and the Restricted Subsidiaries by the time or times at which any such requirement would otherwise be required to be satisfied under this Agreement or any Security Document. (iii) The Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be automatically released (i) in full, upon the termination of this Agreement and the payment in full when due of all Secured Obligations (whether at stated maturityother than (A) contingent indemnification obligations and unasserted expense reimbursement obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and (C) Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), (ii) upon the sale or other disposition of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another Credit Party, to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided by acceleration any Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Credit Party, upon termination or otherwiseexpiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with this Section 10.02), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Guarantee (in accordance with the second following sentence), (vi) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, or (vii) if such assets constitute Excluded Property. Any such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the ObligationsCredit Parties in respect of) all interests retained by the Credit Parties, each Debtor hereby pledges and grants including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the Secured Party a Lien on and security interest extent otherwise released in and to all accordance with the provisions of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Loan Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation. Additionally, the balance Lenders hereby irrevocably agree that any Restricted Subsidiary that is a Guarantor shall be released from time the Guarantees upon consummation of any transaction not prohibited by this Agreement resulting in such Subsidiary ceasing to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarksconstitute a Restricted Subsidiary or upon becoming an Excluded Subsidiary. The Lenders hereby authorize the Administrative Agent and the Collateral Agent, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtoras applicable, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoingto, and all booksthe Administrative Agent and the Collateral Agent agree to, correspondence, files, records, invoices execute and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papersdeliver any instruments, documents and records in agreements necessary or desirable or reasonably requested by the possession Borrower to evidence and confirm the release of any Guarantor or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything Collateral pursuant to the contrary contained herein foregoing provisions of this paragraph, all without the further consent or in joinder of any Transaction Document, in no event shall the security interest granted herein Lender and without any representation or therein attach to warranty of any Excluded Assetssuch Agent or Lender.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each the Debtor does hereby pledges transfer, assign and grants convey to the Secured Party, and grant to the Secured Party a Lien on and security interest in and to in, all of such Debtor’s its right, title and interest in in, to and under the following properties and assets of such Debtorproperty, whether now owned by such Debtor real, personal or hereafter acquired and mixed, whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such the Debtor, and wherever located (hereinafter collectively called the "Collateral"): (a) All Equipment, Inventory, materials, vehicles, supplies, fixtures, goods and other tangible personal property of the Debtor (hereinafter collectively called the "Tangible Collateral" except to the extent any lease or agreement with respect thereto would be violated if they were covered by the terms of this Security Agreement or treated as Collateral under this Security Agreement); (jb) all Deposit Accountsexisting and future leases and use agreements of personal property entered into by the Debtor as lessor with other Persons as lessees, including, without limitation, the balance from right to receive and collect all rentals and other monies, including security deposits, at any time to time in all bank accounts maintained by payable under such Debtorleases and agreements; (kc) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents any existing and Copyrights; (m) all books future leases and records pertaining to use agreements of personal property entered into by the Debtor as lessee with other Collateral; and (n) all other tangible and intangible property of such DebtorPersons as lessor, including, without limitation, all interests the leasehold interest of the Debtor in real such property, Proceedsand all options to purchase such property or to extend any such lease or agreement, tort claims, products, accessions, rents, profits, income, benefits, substitutions, except any such leases or agreements which would be violated if they were covered by the terms of this Security Agreement or treated as Collateral for the purposes of this Security Agreement; (d) any and all accessions and additions and replacements of and now or hereafter made or added to any of the property of such Debtor described in the preceding clauses of this Section 3 subparagraphs (including, without limitationa) through (c) above, any proceeds of insurance thereon, insurance claims substitutions and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoingreplacements therefor, and all booksattachments and improvements now or hereafter placed upon or used in connection therewith, correspondenceor any part thereof; (e) all Accounts of the Debtor; (f) all General Intangibles of the Debtor and any agreements constituting part of General Intangibles except such agreements which would be violated if they were covered by the terms of this Security Agreement or treated as Collateral for the purposes of this Security Agreement; (g) all Deposit Accounts and all monies of the Debtor and all bank accounts in which such monies may at any time be held and all investments or securities in which such monies may at any time be invested and all certificates, filesinstruments and documents from time to time representing or evidencing any such monies; (h) all interest, recordsdividends, invoices proceeds, products, rents, royalties, issues and profits of any of the Collateral described in subparagraphs (a) through (g) above and all notes, certificates of deposit, checks and other papers, including without limitation instruments from time to time delivered to or otherwise possessed by the Secured Party for or on behalf of the Debtor in substitution for or in addition to any or all tapes, cards, computer runs, computer programs, computer files and other papersof said property; (i) all books, documents and records (whether on computer or otherwise) related to any of the items described in subparagraphs (a) through (h) above; and (j) all products and proceeds of any of the items described in subparagraphs (a) through (i) above. No submission by the Debtor to the Secured Party of a schedule or other particular identification of Collateral shall be necessary to vest in the possession or under the control of such Debtor, any computer bureau or service company from time Secured Party security title to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the and a security interest granted herein in each and every item of Collateral of the Debtor now existing or therein attach to hereafter created and acquired, but rather such title and security interest shall vest in the Secured Party immediately upon the creation or acquisition of any Excluded Assetsitem of Collateral hereafter created or acquired, without the necessity for any other or further action by the Debtor or by the Secured Party.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges All present and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired property of Company wherever located and however described and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 not constituting a fixture (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims present and benefits against any Person relating theretofuture property), other rights to payments not otherwise included together, in the foregoingeach case, and with all books, correspondence, files, records, invoices and other papersproceeds thereof, including without limitation all tapesgoods (including inventory, cardsequipment and any accessions thereto), computer runsinstruments (including promissory notes), computer programsdocuments, computer files accounts (including health-care-insurance receivables and credit card receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, money, patents, patent applications, trademarks, trademark applications, copyrights, copyright applications, trade names, other names, software, and all general intangibles (including all payment intangibles); together with all goodwill related to the foregoing property and all rights, liens, security interests and other papersinterests which Company may at any time have by law or agreement against any account debtor, documents and records in issuer or obligor obligated to make any such payment or against any of the possession or under the control property of such Debtoraccount debtor, any computer bureau issuer, or service company from time to time acting for such Debtor. Notwithstanding anything obligor, and all other supporting obligations relating to the contrary contained herein foregoing, whether now existing or in any Transaction Documenthereafter arising, in no event shall whether now owned or hereafter acquired; and all products and proceeds of the security interest granted herein foregoing property, including without limitation all accounts, instruments, chattel paper, investment property, letter-of-credit rights, letters-of-credit, other rights to payment, documents, deposit accounts, money, insurance proceeds and general intangibles related to the foregoing property, and all refunds of insurance premiums due or therein attach to any Excluded Assetsbecome due under all insurance policies covering the foregoing property, all whether now owned or hereafter acquired, and wherever located, together with proceeds of all of the foregoing. [ALL REGISTERED INTELLECTUAL PROPERTY SHOULD BE SPECIFICALLY IDENTIFIED BELOW. FAILURE TO SO LIST REGISTERED INTELLECTUAL PROPERTY DOES NOT EXCLUDE IT FROM COLLATERAL.]

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Debtor the Company hereby pledges pledges, grants, assigns, hypothecates and grants transfers to the Secured Party Agent on behalf of the Purchasers as hereinafter provided, a Lien on and security interest in and to Lien upon all of such Debtorthe Company’s right, title and interest in the following properties in, to and under all personal property and other assets of such Debtorthe Company, whether now owned by such Debtor or hereafter acquired and by or arising in favor of the Company, whether now existing or hereafter coming into existence existence, whether owned or consigned by or to the Company, or leased from or to the Company and regardless of wherever located located, except for the Excluded Collateral (all being collectively referred to herein as “Collateral”):) including: a. the Company’s direct or indirect ownership interest in the respective shares of capital stock of the Issuers and all other shares of capital stock of whatever class of the Issuers, now or hereafter owned by the Company, together with in each case the certificates evidencing the same (acollectively, the “Pledged Stock”); b. all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; c. without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Purchase Agreement or the Notes, in the event of any consolidation or merger in which any Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is the Company itself) all Instrumentsformed by or resulting from such consolidation or merger (the Pledged Stock, together with all payments thereon other certificates, shares, securities, properties or thereunder: moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) all Accounts; above and this clause (c) all Inventorybeing herein collectively called the “Stock Collateral”); d. all accounts and general intangibles (deach as defined in the Uniform Commercial Code) of the Company constituting any right to the payment of money, including (but not limited to) all General Intangibles moneys due and to become due to the Company in respect of any loans or advances for the purchase price of Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the Company under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Company and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively “Accounts”); e. all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Company evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment intangibles of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called “Instruments”); f. all inventory (as defined in the UCCUniform Commercial Code) of the Company and Softwareall goods obtained by the Company in exchange for such inventory (herein collectively called “Inventory”); g. all Intellectual Property of the Company and all other accounts or general intangibles of the Company not constituting Intellectual Property or Accounts; h. all equipment (eas defined in the Uniform Commercial Code) all of the Company (herein collectively called “Equipment”); i. each contract and other agreement of the Company relating to the sale or other disposition of Inventory or Equipment; j. all documents of title (fas defined in the Uniform Commercial Code) all or other receipts of the Company covering, evidencing or representing Inventory or Equipment (herein collectively called “Documents”); (g) k. all Contracts; (h) all Goods; (i) all Investment Propertyrights, including without limitation all equity interests now owned claims and benefits of the Company against any Person arising out of, relating to or hereafter acquired in connection with Inventory or Equipment purchased by such Debtor; (j) all Deposit Accountsthe Company, including, without limitation, the balance from time to time in all bank accounts maintained by any such Debtorrights, claims or benefits against any Person storing or transporting such Inventory or Equipment; l. all estates of the Company in land together with all improvements and other structures now or hereafter situated thereon, together with all rights, privileges, tenements, hereditaments, appurtenances, easements, including, but not limited to, rights and easements for access and egress and utility connections, and other rights now or hereafter appurtenant thereto (k) all Commercial Tort Claims specified on Schedule VII“Real Estate”); (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) m. all other tangible and or intangible property of such Debtorthe Company, including, without limitation, all interests in real propertyproceeds, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions products and replacements accessions of and to any of the property of such Debtor the Company described in the preceding clauses of (a) through (l) above in this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights and, to payments not otherwise included the extent related to any property described in the foregoingsaid clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files runs and other papers, papers and documents and records in the possession or under the control of such Debtor, the Company or any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsCompany.

Collateral. As collateral security for For the prompt payment in full when due (whether at stated maturitypurposes of this Agreement, by acceleration or otherwise) all of the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest following property now owned by Grantor or in and to all of such Debtor’s which Grantor now has any right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being interests is collectively referred to herein as “the "Collateral”):": (a) all Instruments, together with all payments thereon or thereunder:Pledged Collateral; (b) all Deposit Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateralproperty described in clauses (a) and (b) of this Section 2.1; and (nd) all other tangible and intangible property of such Debtor, including, without limitationto the extent not otherwise included, all interests in real propertyProceeds and products of each of the foregoing and all accessions to, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions substitutions and replacements for, and any and all proceeds of and any insurance, indemnity, warranty or guaranty payable to Grantor from time to time with respect to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall above: (1) to the extent the security interest granted herein created by this Agreement is securing indebtedness for borrowed money or guarantees of indebtedness for borrowed money (collectively "Funded Debt"), such security interest shall not extend to, and the term "Collateral" shall not include, any Restricted Property (except to the extent the aggregate Funded Debt secured by Restricted Property hereunder does not exceed at any time outstanding 10% of Consolidated Net Tangible Assets); (2) so long as Grantor is bound by Section 5.5 of the Participation Agreement, the maximum principal amount of Debt Obligations secured hereunder shall not exceed at any time outstanding the sum of (x) $800,000,000 plus (y) the amount of Debt Obligations to the extent secured by Designated Joint Ventures; (3) any Pledged Collateral if the grant of a security interest therein attach would constitute a violation or breach of any other agreement by which Grantor is bound; and (4) any Deposit Accounts for which the relevant depository bank's jurisdiction is not in the United States and acceptable arrangements cannot be made in the United States. The parties hereto agree that the amount of Debt Obligations that may be secured under this Agreement is limited under clauses (1) and (2) above, as required under the Indenture and the Participation Agreement, to only a portion of the aggregate Debt Obligations owing or which may become owing by Grantor to Lender and that any Excluded Assetspayments or repayments of such Debt Obligations shall be and be deemed to be applied first to the portion of such Debt Obligations that is not secured hereby, it being the parties' intent that the portion of such Debt Obligations last remaining unpaid shall be secured hereby.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.1(b), the Grantor shall be permitted to receive and use all InstrumentsProceeds, together to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with all payments thereon or thereunder:respect to the Collateral. (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in If an Event of Default shall occur and be continuing and the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; Administrative Agent shall have given notice to the Grantor of its intent to exercise such rights, (i) the Administrative Agent shall have the right to receive any and all Investment PropertyProceeds and make application thereof to the Credit Agreement Obligations in such order as the Administrative Agent may determine, including without limitation and (ii) any or all equity interests now owned of the Collateral shall be registered in the name of the Administrative Agent or hereafter acquired by such Debtor; its nominee, and the Administrative Agent or its nominee may thereafter exercise (jx) all Deposit Accountsvoting, corporate and other rights pertaining to such Collateral at any meeting of shareholders of the Issuer or otherwise and (y) subject to Section 5.6, any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Collateral as if it were the absolute owner thereof (including, without limitation, the balance from time right to time exchange at its discretion any and all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of the Issuer, or upon the exercise by the Grantor or the Administrative Agent of any right, privilege or option pertaining to such Collateral, and in connection therewith, the right to deposit and deliver any and all bank accounts maintained of the Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Grantor to exercise any such Debtor;right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (kc) all Commercial Tort Claims specified on Schedule VII; The Grantor hereby authorizes and instructs the Issuer to (li) all Trademarkscomply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, Patents without any other or further instructions from the Grantor, and Copyrights; (mii) all books and records pertaining following receipt of such instruction, pay any dividends or other payments with respect to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything Collateral directly to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsAdministrative Agent.

Collateral. As Each Grantor hereby pledges, collaterally assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the following, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, wherever located (collectively, the “Collateral”), as collateral security for the prompt and complete payment in full and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and grants to all the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”):Obligations: (a) all Instruments, together with all payments thereon or thereunder:Accounts and accounts receivable; (b) all AccountsChattel Paper; (c) all InventoryCommercial Tort Claims, including without limitation those listed on Schedule 4 or described in any notice sent pursuant to Section 4.08; (d) all General Intangibles (including payment intangibles (as defined in the UCC) Commodity Accounts, Deposit Accounts and Software)Securities Accounts; (e) all EquipmentContracts, including, but not limited to each swap contract to which such Grantor is now or may hereafter become a party, in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”) and Contract Rights; (f) all Documents; (g) all ContractsEquipment; (h) all GoodsFinancial Assets; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such DebtorFixtures; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such DebtorGeneral Intangibles (including franchise rights); (k) all Commercial Tort Claims specified on Schedule VIIGoods; (l) all Trademarks, Patents and CopyrightsInstruments; (m) all books Intellectual Property, Copyright Licenses, Patent Licenses and records pertaining to the other Collateral; andTrademark Licenses; (n) all other tangible and intangible property Inventory; (o) all Investment Property (including, for the avoidance of doubt, all Equity Interests, interest in the limited liability company, or membership interests of each Issuer owned by such Grantor, all of such DebtorGrantor’s right to participate in the management of the business and affairs of each such Issuer or otherwise control each such Issuer, includingand all of such Grantor’s rights as a shareholder or member of each such Issuer); (p) all Letters of Credit, without limitationLetter-of-Credit Rights and Payment Intangibles; (q) all money, cash and Cash Equivalents; (r) all interests in real propertydistributions, Proceedsmonies, tort claimsfees, productspayments, accessionscompensations and proceeds now or hereafter becoming due and payable with respect to the Pledged Stock and the Pledged Debt, rents, whether payable as profits, incomedistributions, benefitsasset distributions, substitutionsrepayment of loans or capital or otherwise; (s) all other property not otherwise described above (except for any property specifically excluded from any other clause in this section, additions and replacements of and to any of the property of such Debtor described specifically excluded from any defined term used in the preceding clauses any clause of this Section 3 section); (t) all insurance payments, proceeds, refunds, and premium rebates (including, without limitation, with respect to fire and credit insurance), whether or not any proceeds of insurance thereonsuch payments, insurance claims proceeds, refunds, and premium rebates arise out of any of the foregoing and whether or not the Collateral Agent is the lender loss payee or loss payee thereof, and all other payments, proceeds, refunds and premium rebates with respect to any indemnity, warranty or guaranty by reason of loss or damage to or otherwise with respect to the Collateral; (u) all books, records, and information pertaining to the Collateral and/or to the operation of any Grantor’s business, and all rights of access to such books, records, and information; and (v) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of, and all income, royalties and other payments now or hereafter due and payable with respect to, any and all of the foregoing and all collateral security, liens, guarantees, rights, remedies and privileges given by any Person with respect to any of the foregoing. The Collateral Agent is further authorized, and each Grantor hereby grants the Collateral Agent with all rights, claims to file with the United States Patent and benefits against Trademark Office, the United States Copyright Office, and any Person relating theretoapplicable foreign intellectual property office (subject to the limitations set forth in Section 6.12 of the Credit Agreement), other rights to payments not otherwise included a Copyright Security Agreement, Patent Security Agreement, and Trademark Security Agreement, substantially in the foregoingforms attached hereto as Exhibit A, Exhibit B, and all booksExhibit C, correspondencerespectively, filesand such other documents as may reasonably be necessary or advisable for the purpose of perfecting, recordsconfirming, invoices and other paperscontinuing, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession enforcing or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall protecting the security interest granted herein by each Grantor in such Grantor’s Patents, Trademarks and Copyrights, and naming such Grantor or therein attach to the Grantors as debtors and the Collateral Agent as secured party, and, where required, executed by such Grantor or Grantors. Notwithstanding any of the foregoing, no Lien or security interest is hereby granted on any Excluded AssetsAsset; provided, further, that if and when any property shall cease to be an Excluded Asset, a Lien on and security interest in such property shall be deemed granted therein. Each of the Grantors agree to cooperate in execution of applicable Security Agreements for any property that ceases to be an Excluded Asset.

Collateral. (a) The parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the Lenders to the Borrower under Applicable Law. As collateral security for the prompt prompt, complete and indefeasible payment and performance in full when due (due, whether at stated maturityby lapse of time, by acceleration or otherwise) , of the Obligations, each Debtor the Borrower hereby pledges and grants to the Administrative Agent, as agent for the Secured Party Parties, a Lien lien on and security interest in and to all of such Debtorthe Borrower’s right, title and interest in in, to and under the following properties and assets of such Debtorfollowing, whether now owned by such Debtor or hereafter acquired and whether now existing or owned or hereafter coming into existence and wherever located arising or acquired by the Borrower (all being collectively referred to herein as collectively, the “Collateral”): (ai) the Receivables and the related Contracts (including the right to service the Receivables in connection therewith) and any accounts or obligations evidenced thereby, any guarantee thereof, all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Receivables) or to become due or received by any Person in payment of any of the foregoing on or after the related Cutoff Date; (ii) the Financed Vehicles related to such Receivables (including Financed Vehicles that have been repossessed) or in any document or writing evidencing any security interest in any Financed Vehicle and each security interest in each Financed Vehicle securing each such Receivable, including all proceeds from any sale or other disposition of such Financed Vehicles; (iii) the Account Collateral (subject to the Blocked Account Control Agreement, with respect to the Remittance Account, and subject to the Control Agreement, with respect to the Collection Account and the Hedge Reserve Account); (iv) all InstrumentsHedge Collateral; (v) all Receivable Files, together the Schedule of Receivables, and all documents, agreements and instruments included in the Receivable Files, including rights of recourse of the Borrower against Lendbuzz, Lendbuzz Funding, and/or any Dealer with respect to the Receivables; (vi) all payments thereon Records, documents and writings evidencing or thereunder:related to the Receivables or the Contracts; (vii) all rights to payment under all Insurance Policies with respect to a Financed Vehicle, including any monies collected from whatever source in connection with any default of an Obligor with respect to a Financed Vehicle and any proceeds from claims or refunds of premiums on any Insurance Policy; (viii) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivables, whether pursuant to the related Contracts or otherwise; (ix) all rights to payment under all service contracts and other contracts and agreements associated with the Receivables; (x) all security interests, Liens, guaranties and other encumbrances in favor of or assigned or transferred to the Borrower in and to the Receivables and Financed Vehicles; (xi) all deposit accounts, monies, deposits, funds, accounts and instruments relating to the foregoing (subject to the Blocked Account Control Agreement and the Control Agreement); (xii) the Purchase Agreement (including each Purchase Agreement Supplement) and remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Lendbuzz Funding under or in connection with the Purchase Agreement; and (xiii) all income and proceeds of the foregoing. (b) The grant under this Section does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent, any Agent, or any other Secured Party of any obligation of the Borrower or any other Person in connection with any or all Accounts;of the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (i) the Borrower shall remain liable under the Contracts to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under the Collateral and (iii) none of the Administrative Agent, any Agent, or any other Secured Party shall have any obligations or liability under the Collateral by reason of this Agreement, nor shall any of the Administrative Agent, any Agent, or any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Each of Lendbuzz, Lendbuzz Funding, and the Borrower represents and warrants as to itself that each remittance of Collections by ▇▇▇▇▇▇▇▇, Lendbuzz Funding, or the Borrower to the Administrative Agent or any Lender hereunder will have been (A) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Lenders and the Borrower and (B) made in the ordinary course of business or financial affairs of the Lenders and the Borrower. (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in Notwithstanding the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Propertyforegoing grant of security interest, including without limitation all equity interests now owned no account, instrument, chattel paper or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible obligation or property of such Debtorany kind due from, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and owned by or belonging to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any a Sanctioned Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assetsbe Collateral.

Collateral. As collateral security for The Borrower will (a) warrant and defend the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest of the Lender and the Security Agent in and to the following properties Collateral against the claims and assets demands of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: persons whomsoever; (b) service, or cause to be serviced, all Accounts; Mortgage Loans in accordance with the requirements of the issuers of Master Commitments and Purchase Commitments covering the same and all applicable FHA and VA requirements (including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans) and service, or cause to be serviced, all Mortgage Loans backing Mortgage-backed Securities in accordance with applicable governmental requirements and the requirements of issuers of Purchase Commitments covering the same; (c) hold all Inventory; escrow funds collected in respect of Mortgage Loans and mortgage loans backing Mortgage-backed Securities in trust, without commingling the same with noncustodial funds, and apply the same for the purposes for which such funds were collected; (d) comply in all General Intangibles respects with the terms and conditions of all Master Commitments and Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto, and deliver or cause to be delivered to the applicable Investor the Mortgage Loans and Mortgagebacked Securities to be sold under each Purchase Commitment not later than three (including payment intangibles (as defined in 3) Business Days prior to the UCC) expiration thereof; and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Propertymaintain, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accountsand, includingupon request, without limitationshall make available to the Lender, the balance from time to time Agent or the Security Agent the originals, or copies in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining any case where the original has been delivered to the other Collateral; and (n) all other tangible and intangible property Security Agent or to an Investor, of such Debtorits Mortgage Notes, includingMortgages, without limitationPurchase Commitments, all interests in real propertyMaster Commitments, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims Hedging Contracts and all rights, claims related Mortgage Loan documents and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoinginstruments, and all booksfiles, surveys, certificates, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runsappraisals, computer programs, computer files tapes, discs, cards, accounting records and other papers, documents information and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything data relating to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsCollateral.

Collateral. (a) The parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the Lenders to the Borrower under Applicable Law. As collateral security for the prompt prompt, complete and indefeasible payment and performance in full when due (due, whether at stated maturityby lapse of time, by acceleration or otherwise) , of the Obligations, each Debtor the Borrower hereby pledges and grants to the Administrative Agent, as agent for the Secured Party Parties, a Lien lien on and security interest in and to all of such Debtorthe Borrower’s right, title and interest in in, to and under the following properties and assets of such Debtorfollowing, whether now owned by such Debtor or hereafter acquired and whether now existing or owned or hereafter coming into existence and wherever located arising or acquired by the Borrower (all being collectively referred to herein as collectively, the “Collateral”): (ai) the Receivables and the related Contracts (including the right to service the Receivables in connection therewith) and any accounts or obligations evidenced thereby, any guarantee thereof, all Instruments, together Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with all payments thereon respect to any such Receivables) or thereunder: (b) all Accountsto become due or received by any Person in payment of any of the foregoing on or after the related Cutoff Date; (cii) the Financed Vehicles related to such Receivables (including Financed Vehicles that have been repossessed) or in any document or writing evidencing any security interest in any Financed Vehicle and each security interest in each Financed Vehicle securing each such Receivable, including all Inventoryproceeds from any sale or other disposition of such Financed Vehicles; (diii) all General Intangibles the Account Collateral (including payment intangibles subject to the Blocked Account Control Agreement, with respect to the Remittance Account (so long as defined in ▇▇▇▇▇ Fargo Bank, National Association is the UCC) Remittance Account Bank), and Softwaresubject to the Control Agreement, with respect to the Collection Account); (eiv) all EquipmentHedge Collateral; (fv) all DocumentsReceivable Files, the Schedule of Accounts, and all documents, agreements and instruments included in the Receivable Files, including rights of recourse of the Borrower against Lendbuzz, Lendbuzz Floorplan, and/or any Dealer with respect to the Receivables; (gvi) all Records, documents and writings evidencing or related to the Receivables or the Contracts; (hvii) all Goodsrights to payment under all Insurance Policies with respect to a Financed Vehicle, including any monies collected from whatever source in connection with any default of a Dealer with respect to a Financed Vehicle and any proceeds from claims or refunds of premiums on any Insurance Policy; (iviii) all Investment Propertyguaranties, including without limitation all equity interests now owned indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other agreements or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance arrangements of whatever character from time to time in all bank accounts maintained by such Debtorsupporting or securing payment of the Receivables, whether pursuant to the related Contracts or otherwise; (kix) all Commercial Tort Claims specified on Schedule VIIrights to payment under all other contracts and agreements associated with the Receivables; (lx) all Trademarkssecurity interests, Patents Liens, guaranties and Copyrightsother encumbrances in favor of or assigned or transferred to the Borrower in and to the Receivables and Financed Vehicles; (mxi) all books deposit accounts, monies, deposits, funds, accounts and records pertaining instruments relating to the other Collateralforegoing (subject to the Blocked Account Control Agreement and the Control Agreement); (xii) the Purchase Agreement (including each Purchase Agreement Supplement) and remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Lendbuzz Floorplan under or in connection with the Purchase Agreement; and (nxiii) all other tangible personal and intangible fixture property or assets of such Debtor, the Borrower of every kind and nature including, without limitation, all interests in real propertygoods (including inventory, Proceedsequipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, productssecurities and all other investment property, accessionssupporting obligations, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitationmoney, any proceeds other contract rights or rights to the payment of insurance thereonmoney, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoingproceeds, and all books, correspondence, files, records, invoices and other papers, general intangibles (including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records payment intangibles) (each as defined in the possession UCC); and (xiv) all income and proceeds of the foregoing. (b) The grant under this Section does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent or any other Secured Party of any obligation of the Borrower or any other Person in connection with any or all of the Collateral or under the control of such Debtor, any computer bureau agreement or service company from time to time acting for such Debtorinstrument relating thereto. Notwithstanding anything Anything herein to the contrary contained herein notwithstanding, (i) the Borrower shall remain liable under the Contracts to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under the Collateral and (iii) none of the Administrative Agent or any other Secured Party shall have any obligations or liability under the Collateral by reason of this Agreement, nor shall any of the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Each of Lendbuzz, Lendbuzz Floorplan, and the Borrower represents and warrants as to itself that each remittance of Collections by ▇▇▇▇▇▇▇▇, Lendbuzz Floorplan, or the Borrower to the Administrative Agent or any Lender hereunder will have been (A) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Lenders and the Borrower and (B) made in the ordinary course of business or financial affairs of the Lenders and the Borrower. (c) Notwithstanding the foregoing grant of security interest, no account, instrument, chattel paper or other obligation or property of any Transaction Documentkind due from, in no event owned by or belonging to a Sanctioned Person shall the security interest granted herein or therein attach to any Excluded Assetsbe Collateral.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the The Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, Rate Management Obligations and Banking Services Obligations, shall be secured by (a) valid, perfected, and enforceable Liens on all right, title, and interest of each of the balance from time to time Credit Parties and each Subsidiary in all bank accounts maintained capital stock and other Equity Interests held by such Debtor; Person in each of its Subsidiaries, whether now owned or hereafter formed or acquired, and all Proceeds thereof, and (kb) valid, perfected, first priority and enforceable Liens on all Commercial Tort Claims specified on Schedule VII; (l) right, title, and interest of each of the Credit Parties and each Subsidiary in all Trademarkspersonal property, Patents fixtures, and Copyrights; (m) real estate, whether now owned or hereafter acquired or arising, and all books Proceeds thereof, in each case subject to Permitted Liens. Holdings will cause 100% of the issued and records pertaining outstanding Equity Interests of each of direct and indirect Subsidiary of Holdings to be subject at all times to a first priority, perfected Lien and pledge in favor of Agent pursuant to the terms and conditions of this Agreement, and the applicable Collateral Documents or other security documents as Agent shall reasonably request. Notwithstanding the foregoing, the Lien of Agent shall not extend to and Collateral (or any asset or property comprising the Collateral; and ) shall not include the following Property (nall of the following being the “Excluded Assets”): (i) all other tangible and intangible property than Accounts, any lease, license, permit or agreement to which any Credit Party is a party to the extent, but only to the extent, that such a grant would, under the terms of such Debtorlease, includinglicense, without limitationpermit or agreement, result in a breach of the terms of, invalidate, or constitute a default under, such lease, license, permit or agreement or to the extent any requirement of law prohibits the grant of a Lien thereon; (ii) any “intent to use” applications for Trademarks for which a statement of use has not been filed and accepted with the United States Patent and Trademark Office; (iii) those assets as to which Agent determines in its Permitted Discretion the cost of obtaining a Lien therein in favor of Agent or the perfection thereof are excessive in relation to the benefit to the Lenders afforded by such Lien, (iv) equipment owned by a Credit Party that is subject to a purchase money lien or Capitalized Lease permitted hereunder, (v) any other Intellectual Property if, after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, the grant of a Lien or a security interest in such Intellectual Property would result in the cancellation or voiding of such Intellectual Property. Furthermore, the Lien of Agent need not be perfected, until otherwise required by the Agent or the Required Lenders, (a) on vehicles which are subject to a certificate of title law (collectively, the “Excluded Vehicles”), and (b) deposit accounts which have been established and are used in the ordinary course for the sole purpose of (i) ▇▇▇▇▇ cash supporting local operations so long as the amounts on deposit in such deposit accounts do not at any time exceed $5,000 in the aggregate for all interests in real propertysuch accounts, Proceeds(ii) making payroll and withholding tax payments related thereto and other employee wage and benefit payments to or for the benefit of employees and unpaid employee compensation (including salaries, tort claims, products, accessions, rents, profits, incomewages, benefits, substitutionshealth savings and expense reimbursements), additions and replacements of and but only to any the extent that the aggregate amount on deposit in all such deposit accounts or securities accounts does not exceed 110% of the property of such Debtor payment obligations described in herein for the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating theretocurrent pay period), other rights to payments not otherwise included in and (iii) escrow, trust and fiduciary accounts (collectively, the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any “Excluded AssetsAccounts”) .

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) All of the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s your right, title and interest in in, to and under each of the following properties and assets items of such Debtorproperty, whether now owned by such Debtor or hereafter acquired and whether acquired, now existing or hereafter coming into existence created and wherever located (all being collectively located, are hereinafter referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunderthe "COLLATERAL": (b) a. all AccountsAssets; (c) b. all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Collateral Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned promissory notes relating to or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, evidencing the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoingAssets, and all booksServicing Records, servicing agreements and any other collateral pledged or otherwise relating to such Collateral, together with all files, documents, instruments, surveys, certificates, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runsappraisals, computer programs, computer files storage media, accounting records and other papers, documents books and records relating thereto; c. all securities, monies or property representing dividends or interest on any of the foregoing, or representing a distribution in respect of the possession foregoing, or under resulting from a split-up, revision, reclassification or other like change of the control of such Debtorforegoing or otherwise received in exchange therefor, and any computer bureau subscription warrants, rights or service company from time to time acting for such Debtor. Notwithstanding anything options issued to the contrary contained herein holders of, or otherwise in respect of, the foregoing. d. all Pooling and Servicing Agreements; e. all Collection Accounts and amounts on deposit therein; f. all Cash Collateral Accounts and amounts on deposit therein; g. all guaranties and insurance (issued by governmental agencies or otherwise) and any Transaction Document, in no event shall the security interest granted herein insurance certificate or therein attach other document evidencing such guaranties or insurance relating to any Excluded Assets.item of Collateral and all claims and payments thereunder; h. all other insurance policies and insurance proceeds relating to any item of Collateral; i. all Interest Rate Protection Agreements; j. all Additional Collateral provided to us as described herein; k. all of your rights, but not your obligations under any purchase agreements and servicing agreements covering or relating to any item of the Collateral, including without limitation the FIRSTPLUS Purchase Agreement and the FIRSTPLUS Servicing Agreement to which you are a party;

Collateral. As collateral security Subject to the terms of the applicable Collateral Documents, to secure the payment and performance of the Obligations hereunder, pursuant to the related Collateral Account Pledges, Security Agreements, the related financing statements and the other related documents, (A) Primary Borrower shall grant, by way of pledge and assignment by way of security, to the Administrative Agent, for the prompt payment in full when due benefit of each of the Secured Parties, as applicable, and (whether at stated maturityB) each Pledgor and Pledgor General Partner, as applicable, shall grant, by acceleration or otherwise) way of the Obligationspledge and assignment by way of security, each Debtor hereby pledges and grants to the Secured Party Primary Borrower, in each case, a Lien on and first priority, security interest and Lien in and to all of such Debtor’s right, title and interest on its interests in the following properties and assets of such Debtorfollowing, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by or arising: (i) any and all Unfunded Capital Commitments of the Investors, whether now or hereafter committed, including but not limited to the right to draw down Investor Capital Contributions on such DebtorUnfunded Capital Commitments from such Investors and to issue Investor Capital Calls with respect thereto; (jii) to the extent relating to the Unfunded Capital Commitments of the Investors constituting Collateral in clause (i) above, (x) the Constituent Documents, (y) the Subscription Agreements and Side Letters, if any, of such Investors and (z) any and all Deposit Accountsguaranties of such Investors’ obligations under the Constituent Documents and Subscription Agreements including but not limited to, includingin each case of clauses (x), without limitation(y) and (z), any and all representations, warranties, covenants and other agreements of such Investors or guarantors contained therein, any and all duties and obligations of such Investors or guarantors thereunder and any and all rights to compel performance and enforce the balance from time to time in all bank accounts maintained by provisions thereof against such DebtorInvestors or guarantors and otherwise pursue remedies against such Investors or guarantors with respect thereto; (kiii) any and all Commercial Tort Claims specified on Schedule VIIagreements, instruments and other documents of every kind or description to the extent evidencing or supporting obligations under any of the foregoing Collateral and any and all security and other property with respect to such Collateral; (liv) each Collateral Account, including but not limited to any and all Trademarks, Patents funds and Copyrightsfinancial assets on deposit therein or credited thereto; (mv) all books of the Primary Borrower’s rights, titles, interests, remedies and records pertaining privileges related to, appurtenant to or arising out of the other CollateralPledgor Security Agreement, the Pledgor Collateral Account Pledge and the Pledgor Acknowledgment and Confirmation, each executed by a Pledgor for the benefit of, and pledged to, the Primary Borrower; and (nvi) any and all other tangible and intangible property proceeds of such Debtor, any of the foregoing Collateral including, without limitation, all interests in real propertyof the records of the Primary Borrower, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to a Pledgor or General Partners (as the case may be) concerning any of the property foregoing Collateral; excluding (A) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the applicable Partnership Agreement, to purchase Fund Investments (other than Permitted Investments deposited in or credited to any such account), to make payments or distributions to Investors in accordance with the terms hereof or for any other purpose permitted under the Partnership Agreement and this Credit Agreement, and (B) the proceeds of such Debtor described withdrawn funds (the items in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims A) and all rights, claims and benefits against any Person relating thereto(B), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtorcollectively “Excluded Proceeds”). Notwithstanding the foregoing or anything to the contrary contained herein in this Credit Agreement or in any Transaction Documentother Loan Document (i) the term “Collateral” shall not include the Unfunded Capital Commitments of the Employee Investors, including but not limited to the right to draw down Investor Capital Contributions on such Unfunded Capital Commitments, or any other interests of the Employee Investors, if any, unless so elected by the Primary Borrower or Pledgor, as applicable, in no event its discretion, (ii) the term “Collateral” shall the security interest granted herein not include any Fund Investment, any Portfolio Assets or therein attach to any Excluded AssetsProceeds, (iii) the term “Collateral” shall not include any collateral posted or received in connection with the Swap Agreements, (iv) the Collateral may be subject to Permitted Liens, (v) a Borrower or Pledgor may maintain other bank accounts or securities accounts in addition to the Collateral Accounts that will not be considered “Collateral” and such other accounts shall not be subject to control agreements or other restrictions and (vi) the Administrative Agent and the Secured Parties, or the Primary Borrower, as applicable, shall not have any Lien on any property that is not “Collateral” except in connection with any Swap Agreement, as provided therein.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwisea) of the Obligations, each Debtor Pledgor hereby assigns and pledges and grants to the Secured Party for its benefit and the benefit of all other Lenders (as referred to in the Loan Agreement), if any, a Lien on and security interest in and to all of such DebtorPledgor’s right, title and interest in and to the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as the “Collateral”): ): (ai) the shares of all capital stock, limited liability interests and other equivalent equity interests of the subsidiaries of Pledgor identified on Exhibit A (the “ACT Entities”), which shares and interests are also identified on Exhibit A (the “Shares”); (ii) all Instrumentscash dividends, together stock dividends, interests, profits, redemptions, warrants, subscription rights, stock, options, substitutions, exchanges and other distributions now or hereafter distributed by the ACT Entities in respect of or otherwise in connection with the Shares or that may hereafter be delivered to the possession of Pledgor or Secured Party in respect of or otherwise in connection with the Shares; (iii) Pledgor’s records with respect to the foregoing; and (iv) the proceeds of all payments thereon or thereunder:of the foregoing. (b) This Agreement secures the payment and performance of all Accounts;obligations of Pledgor to the Secured Party now or hereafter existing under this Agreement and the other Transaction Documents, whether for principal, interest, costs, expenses, indemnities or otherwise (all of such obligations being the “Secured Obligations”). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by Pledgor under any Transaction Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving Pledgor. (c) all Inventory; Pledgor shall deliver to Secured Party or an authorized agent of Secured Party as directed by Secured Party (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software“Secured Party’s Agent”); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests certificates representing the Shares together with stock powers endorsed in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoingblank, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papersinstruments, documents and records in the possession or under the control of such Debtor, agreements as Secured Party may reasonably deem necessary to perfect any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach required to any Excluded Assetsbe granted under this Agreement promptly after Pledgor’s receipt thereof.

Collateral. As collateral 4.1 In consideration of MSL granting or continuing to make available the Margin Facilities to the Customer, the Customer, as beneficial owner hereby charges, assigns and releases to MSL the following assets of the Customer (as Collateral) as continuing security for the prompt punctual payment in full when to MSL on the respective due (whether at stated maturity, by acceleration dates of all amounts outstanding under the Margin Facilities and all other moneys and sums due or otherwise) owing from the Customer to MSL from time to time pursuant to this Agreement and for the performance of all the obligations of the Obligations, each Debtor hereby pledges and grants Customer to MSL from time to time pursuant to this Agreement:- (a) all the Secured Party a Lien on and security interest in and to all of such DebtorCustomer’s rightrights, title and interest in and to the following properties Securities which shall at any time hereafter and assets from time to time be purchased or held by MSL or its nominee for or on account of such Debtor, the Customer pursuant to this Agreement and any Securities deposited with MSL whether now owned by such Debtor pursuant to Clause 5.1 of this Section II or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instrumentsotherwise, together with all payments thereon dividends or thereunder:interest paid or payable after the date hereof on or in respect of any of such Securities and all accretions thereto by way of bonus, distributions, options, rights or otherwise howsoever accruing or offered at any time hereafter (together the "Charged Securities"); and (b) all Accounts;and any funds standing to the credit of the Margin Account and all funds held by MSL for or on account of the Customer from time to time. 4.2 MSL is hereby irrevocably authorized to hold the Charged Securities in its own name or in the name of its nominee or be deposited in a safe custody in a designated account with its bankers or with any other institution which provides facilities for the safe custody of documents. In the case of Securities in Hong Kong, such institution shall be acceptable to the SFC as a provider of safe custody services and the Customer hereby irrevocably authorizes MSL to do and execute any and all acts or things and documents necessary to transfer, complete and/or vest title to all of the Charged Securities to it or its nominee and to do all such things and execute all such documents as it may reasonably require in order to perfect the security given hereunder. 4.3 The security given by the Customer hereunder shall be in addition to and may be enforced by MSL without prejudice to any other guarantee, pledge, lien, indemnity, assurance, mortgage, charge, debenture or collateral security or other power, right or remedy now or at any time hereafter held or available to MSL in respect of the Margin Facilities or the obligations of the Customer hereunder and shall be a continuing security notwithstanding the death, bankruptcy, liquidation, winding-up, insolvency, incapacity or any change in the constitution of the Customer or any intermediate or partial payment or settlement of account or satisfaction of the whole or any part of the amounts outstanding under the Margin Facilities or any obligations of the Customer under this Agreement. 4.4 The Customer hereby irrevocably undertakes to MSL that all the Customer’s rights, title and interest in and to the Collateral will at all relevant times constitute the legal and unencumbered property of the Customer free from any trust, lien, charge, mortgage, pledge or other encumbrance (save as created or required hereunder). The Customer shall provide MSL with signed transfers or other instruments necessary for MSL to exercise its rights under this Agreement. 4.5 All dividends, interests, income, payments or other distributions received by MSL in respect of the Charged Securities will be credited to the Margin Account on receipt by MSL. (ca) all Inventory;The Customer hereby represents and warrants to MSL that during the continuance of the Charge: (di) all General Intangibles the Customer has and will maintain unencumbered and absolute title to the Charged Securities (including payment intangibles (as defined in subject only to the UCC) and SoftwareCharge); (eii) all Equipment;the Charge constitutes and will continue to constitute the valid and legally binding obligations of the Customer enforceable in accordance with its terms. (fb) all Documents; (g) all Contracts; (h) all Goods;The Customer hereby undertakes and agrees that during the continuance of the Charge, the Customer shall: (i) all Investment Propertynot mortgage, including without limitation all equity interests now owned charge, pledge or hereafter acquired by such Debtorotherwise encumber or assign, transfer or otherwise deal with or grant or suffer to arise any third party rights over or against the whole or any part of the Collateral or purport so to do ranking in priority to or pari passu with the Charge, except in MSL’s favour; (jii) all Deposit Accountsdeposit with MSL or to its order, including, without limitation, the balance at such place as MSL may from time to time direct, all certificates, instruments and evidence of title to the Charged Securities, together, where appropriate, with all such necessary forms of transfer or other instructions, duly executed in all bank accounts maintained by such Debtorfavour of MSL, as MSL may from time to time require; (kiii) all Commercial Tort Claims specified at any time and from time to time, execute and deliver such further assignments, charges, authorities and other documents as MSL may from time to time require for perfecting its title to or for vesting or enabling MSL to vest the full benefit of the Collateral in its favour, which assignments, charges, authorities and other documents shall be prepared by MSL or on Schedule VII; (l) all Trademarksits behalf, Patents at the cost of the Customer, and Copyrights; (m) all books and records pertaining to shall contain such provisions for MSL’s benefit as MSL may reasonably require, for which purposes the other CollateralCustomer hereby irrevocably appoints MSL as the Customer’s lawful attorney; and (niv) obtain and maintain in full force and effect all governmental and other approvals, authorities, licenses and consents required in connection with the Charge and to do or cause to be done all other tangible acts and intangible property things necessary or desirable for the performance of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any the obligations of the property of such Debtor described in the preceding clauses of Customer pursuant to this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsAgreement.

Collateral. (a) The parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the Lenders to the Borrower under Applicable Law. As collateral security for the prompt prompt, complete and indefeasible payment and performance in full when due (due, whether at stated maturityby lapse of time, by acceleration or otherwise) , of the Obligations, each Debtor the Borrower hereby pledges and grants to the Administrative Agent, as agent for the Secured Party Parties, a Lien lien on and security interest in and to all of such Debtorthe Borrower’s right, title and interest in in, to and under the following properties and assets of such Debtorfollowing, whether now owned by such Debtor or hereafter acquired and whether now existing or owned or hereafter coming into existence and wherever located arising or acquired by the Borrower (all being collectively referred to herein as collectively, the “Collateral”): (ai) the Receivables and the related Contracts (including the right to service the Receivables in connection therewith) and any accounts or obligations evidenced thereby, any guarantee thereof, all Instruments, together Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with all payments thereon respect to any such Receivables) or thereunder: (b) all Accountsto become due or received by any Person in payment of any of the foregoing on or after the related Cutoff Date; (cii) the Financed Vehicles related to such Receivables (including Financed Vehicles that have been repossessed) or in any document or writing evidencing any security interest in any Financed Vehicle and each security interest in each Financed Vehicle securing each such Receivable, including all Inventoryproceeds from any sale or other disposition of such Financed Vehicles; (diii) all General Intangibles the Account Collateral (including payment intangibles (as defined in subject to the UCC) Blocked Account Control Agreement, with respect to the Remittance Account, and Softwaresubject to the Control Agreement, with respect to the Collection Account and the Hedge Reserve Account); (eiv) all EquipmentHedge Collateral; (fv) all DocumentsReceivable Files, the Schedule of Receivables, and all documents, agreements and instruments included in the Receivable Files, including rights of recourse of the Borrower against Lendbuzz, Lendbuzz Funding, and/or any Dealer with respect to the Receivables; (gvi) all Records, documents and writings evidencing or related to the Receivables or the Contracts; (hvii) all Goodsrights to payment under all Insurance Policies with respect to a Financed Vehicle, including any monies collected from whatever source in connection with any default of an Obligor with respect to a Financed Vehicle and any proceeds from claims or refunds of premiums on any Insurance Policy; (iviii) all Investment Propertyguaranties, including without limitation all equity interests now owned indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other agreements or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance arrangements of whatever character from time to time in all bank accounts maintained by such Debtorsupporting or securing payment of the Receivables, whether pursuant to the related Contracts or otherwise; (kix) all Commercial Tort Claims specified on Schedule VIIrights to payment under all service contracts and other contracts and agreements associated with the Receivables; (lx) all Trademarkssecurity interests, Patents Liens, guaranties and Copyrightsother encumbrances in favor of or assigned or transferred to the Borrower in and to the Receivables and Financed Vehicles; (mxi) all books deposit accounts, monies, deposits, funds, accounts and records pertaining instruments relating to the other Collateral; andforegoing (subject to the Blocked Account Control Agreement and the Control Agreement); (nxii) the Purchase Agreement (including each Purchase Agreement Supplement) and remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Lendbuzz Funding under or in connection with the Purchase Agreement; (xiii) all other tangible personal and intangible fixture property or assets of such Debtor, the Borrower of every kind and nature including, without limitation, all interests in real propertygoods (including inventory, Proceedsequipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, productssecurities and all other investment property, accessionssupporting obligations, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitationmoney, any proceeds other contract rights or rights to the payment of insurance thereonmoney, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoingproceeds, and all books, correspondence, files, records, invoices and other papers, general intangibles (including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records payment intangibles) (each as defined in the possession UCC); and (xiv) all income and proceeds of the foregoing. (b) The grant under this Section does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent or any other Secured Party of any obligation of the Borrower or any other Person in connection with any or all of the Collateral or under the control of such Debtor, any computer bureau agreement or service company from time to time acting for such Debtorinstrument relating thereto. Notwithstanding anything Anything herein to the contrary contained herein notwithstanding, (i) the Borrower shall remain liable under the Contracts to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under the Collateral and (iii) none of the Administrative Agent or any other Secured Party shall have any obligations or liability under the Collateral by reason of this Agreement, nor shall any of the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Each of Lendbuzz, Lendbuzz Funding, and the Borrower represents and warrants as to itself that each remittance of Collections by ▇▇▇▇▇▇▇▇, Lendbuzz Funding, or the Borrower to the Administrative Agent or any Lender hereunder will have been (A) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Lenders and the Borrower and (B) made in the ordinary course of business or financial affairs of the Lenders and the Borrower. (c) Notwithstanding the foregoing grant of security interest, no account, instrument, chattel paper or other obligation or property of any Transaction Documentkind due from, in no event owned by or belonging to a Sanctioned Person shall the security interest granted herein or therein attach to any Excluded Assetsbe Collateral.

Collateral. As collateral security for The Borrower will (a) warrant and defend the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s ---------- right, title and interest of the Lender and the Security Agent in and to the following properties Collateral against the claims and assets demands of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: persons whomsoever; (b) service, or cause to be serviced, all Accounts; Mortgage Loans in accordance with the requirements of the issuers of Master Commitments and Purchase Commitments covering the same and all applicable FHA and VA requirements (including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans) and service, or cause to be serviced, all Mortgage Loans backing Mortgage-backed Securities in accordance with applicable governmental requirements and the requirements of issuers of Purchase Commitments covering the same; (c) hold all Inventory; escrow funds collected in respect of Mortgage Loans and mortgage loans backing Mortgage-backed Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected; (d) comply in all General Intangibles respects with the terms and conditions of all Master Commitments and Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto, and deliver or cause to be delivered to the applicable Investor the Mortgage Loans and Mortgage-backed Securities to be sold under each Purchase Commitment not later than three (including payment intangibles (as defined in 3) Business Days prior to the UCC) expiration thereof; and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Propertymaintain, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accountsand, includingupon request, without limitationshall make available to the Lender, the balance from time to time Agent or the Security Agent the originals, or copies in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining any case where the original has been delivered to the other Collateral; and (n) all other tangible and intangible property Security Agent or to an Investor, of such Debtorits Mortgage Notes, includingMortgages, without limitationPurchase Commitments, all interests in real propertyMaster Commitments, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims Hedging Contracts and all rights, claims related Mortgage Loan documents and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoinginstruments, and all booksfiles, surveys, certificates, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runsappraisals, computer programs, computer files tapes, discs, cards, accounting records and other papers, documents information and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything data relating to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsCollateral.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturityThe Collateral shall consist of all right, by acceleration or otherwise) title and interest of the Obligations, each Debtor hereby pledges Company of every kind and grants to the Secured Party a Lien on and security interest nature in and to all of such Debtor’s right, title and interest in the following properties property, assets and assets rights of such Debtorthe Company wherever located, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence arising, and wherever located whether now or hereafter owned or acquired by or accruing or owing to the Company, and all proceeds and products thereof (including all being collectively referred proceeds in the Settlement Account and Cash and Collateral Account and Custodian Settlement Accounts from time to herein as “Collateral”time): (a) all Instruments, together with all payments thereon or thereunder:Pledged Mortgages; (b) all AccountsPledged Securities; (c) all Inventoryany commitments or other agreements issued by any private mortgage insurer or by the FHA or VA to insure or guarantee any Pledged Mortgage; (d) all General Intangibles (including payment intangibles (as defined in commitments of FNMA, FHLMC or other Persons to purchase Pledged Items from the UCC) and Software)Company or exchange Securities with the Company for Pledged Items; (e) all Equipmentany options to sell or purchase Securities, future contracts, or any other interest rate protection products which directly or indirectly protect the Company against reductions in value of such Pledged Items due to changes in mortgage interest rates; (f) all Documentsthe Settlement Account and Cash and Collateral Account, the Funding Account and any Custodian Settlement Accounts and any amounts standing to the credit of the Settlement Account and Cash and Collateral Account and any Custodian Settlement Accounts then in existence with Approved MBS Custodians, as described in Paragraph 7(c) below; (g) all Contractscash and Cash Equivalents held by the Credit Agent or Collateral Agent as security for the Secured Obligations; (h) all GoodsPledged Servicing; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such DebtorPledged Servicing Sale Receivables; (j) all Deposit Accountsproperty related to the foregoing, including, without limitation, the balance from time right to time in service Pledged Mortgages while owned by the Company, all bank accounts maintained by such Debtor; (k) and general intangibles of whatsoever kind so related and all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining documents or instruments delivered to the other Collateral; and (n) all other tangible and intangible property Credit Agent or the Collateral Agent in respect of such Debtorany Pledged Item, including, without limitation, the right to receive all interests insurance proceeds and condemnation awards which may be payable in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions respect of the premises encumbered by any Pledged Mortgage; and (k) all proceeds and replacements products of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the its Secured Obligations, each Debtor Obligor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Party Parties as hereinafter provided a Lien on and security interest in and to all of such DebtorObligor’s right, title and interest in in, to and under all of the following properties property and assets of such Debtorassets, in each case whether tangible or intangible, wherever located, and whether now owned by such Debtor Obligor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all of the property described in this Section 4 being collectively referred to herein as “Collateral”): (a) all InstrumentsAccounts, together all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles (including all Intellectual Property), all Instruments (including all Promissory Notes), all Portfolio Investments, all Pledged Debt, all Pledged Equity Interests, all Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all payments thereon or thereunder:Commodity Accounts and Commodity Contracts), all letters of credit and Letter-of-Credit Rights, all Money and all Goods (including Inventory and Equipment), and all Commercial Tort Claims; (b) to the extent related to any Collateral, all AccountsSupporting Obligations; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and extent related to any of the property of such Debtor described in the preceding clauses of this Section 3 (includingCollateral, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, credit files, records, invoices and other papers, papers (including without limitation all tapes, cards, computer runs, computer programs, computer files runs and other papers, papers and documents and records in the possession or under the control of such Debtor, Obligor or any computer bureau or service company from time to time acting for such DebtorObligor); and (d) all Proceeds of any of the foregoing Collateral. Notwithstanding anything to the contrary contained herein or in any Transaction DocumentIT BEING UNDERSTOOD, HOWEVER, that (A) in no event shall the security interest granted herein or therein under this Section 4 attach to (1) any contract, property rights, obligation, instrument or agreement to which an Obligor is a party (or to any of its rights or interests thereunder) if the grant of such security interest would constitute or result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such contract, property rights, obligation, instrument or agreement (other than to the extent that any such terms would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), or (2) any Excluded Assets, and notwithstanding anything to the contrary provided in this Agreement, the term “Collateral” shall not include, and the Obligors shall not be deemed to have granted a security interest in, any Excluded Assets and (B) the Obligors, may by notice to the Collateral Agent, exclude from the grant of a security interest provided above in this Section 4, any Special Equity Interest designated by the Borrower in reasonable detail to the Collateral Agent in such notice (it being understood that the Borrower may at any later time rescind any such designation by similar notice to the Collateral Agent).

Collateral. As collateral security for (a) The due and punctual payment of the prompt payment in full principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due (and payable, whether on an Interest Payment Date, at stated maturity, by acceleration acceleration, repurchase, redemption or otherwise) , interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, the obligations of the ObligationsIssuer and the Guarantors under the Security Documents, each Debtor hereby pledges and grants to the Secured Party shall be secured by a Lien on the Collateral on an equal basis with the Senior Credit Facility and security interest any other First Lien Obligations, as provided in this Indenture and the Security Documents to which the Issuer and the Guarantors, as the case may be, shall be or shall have become parties to simultaneously with the execution of this Indenture and will be secured by all of such Debtor’s rightthe Collateral pledged pursuant to the Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. The Trustee, title for the benefit of the Holders, hereby appoints JPMorgan Chase Bank, N.A., as the initial Collateral Agent, and interest the Collateral Agent is hereby authorized and directed to execute and deliver the Security Documents. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the following properties benefit of all of the Holders and assets the Trustee, in each case pursuant to the terms of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder:the Security Documents. (b) all Accounts; Each Holder, by its acceptance of any Notes and the Guarantees, (cA) all Inventory; consents and agrees to the terms of the Security Documents (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance provisions providing for foreclosure and release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the Holders) as the same may be in effect or may be amended from time to time in all bank accounts maintained by such Debtor;accordance with their terms and this Indenture and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Documents in accordance therewith and (B) authorizes the Trustee to enter into the Security Documents and appoint JPMorgan Chase Bank, N.A. as the initial Collateral Agent. (kc) The Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all Commercial Tort Claims specified on Schedule VII; (l) all Trademarksthe Holders and the Trustee, Patents and Copyrights; (m) all books that the Lien of this Indenture and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests Security Documents in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any respect of the property of such Debtor described Trustee and the Holders is subject to and qualified and limited in all respects by the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims Security Documents and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assetsactions that may be taken thereunder.

Collateral. As collateral security for For the prompt payment in full when due (whether at stated maturitypurposes of this Agreement, by acceleration or otherwise) all of the Obligations, each Debtor hereby pledges and grants to following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the Secured Party a Lien on and security interest in and to all of such Debtor’s future may acquire any right, title and interest in or interests (to the following properties and assets extent of such Debtorright, whether now owned by such Debtor title or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being interest) and, for the avoidance of doubt, wheresoever located, is collectively referred to herein as the “Collateral”):: (a) all Instrumentsaccounts, together with all payments thereon or thereunder:chattel paper, deposit accounts, documents, equipment, general intangibles, Intellectual Property, instruments, inventory, investment property, letters of credit, letter of credit rights and any supporting obligations related to any of the foregoing; (b) all Accountsthe commercial tort claims described on Schedule 1 and on any supplement thereto received by the Collateral Trustee pursuant to Section 5.8; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateralproperty described in this Section 3.1; (d) all cash or Cash Equivalents; (e) all property of such Grantor held by any Secured Party, including all property of every description, in the custody of or in transit to such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power, including but not limited to cash; (f) all other goods (including but not limited to fixtures) and personal property of such Grantor, whether tangible or intangible and wherever located; and (ng) all other tangible and intangible property of such Debtor, including, without limitationto the extent not otherwise included, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any proceeds of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in foregoing. Notwithstanding the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession no Lien or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest is hereby granted herein or therein attach to on any Excluded Assets, and Excluded Assets shall not be deemed to constitute “Collateral.” If any property of any Grantor shall cease to be “Excluded Assets,” a Lien on and security interest shall be deemed immediately granted thereon under this Agreement in favor of the Collateral Trustee for the benefit of the Secured Parties, and such property shall constitute “Collateral” hereunder.

Collateral. As collateral security for (a) The Secured Parties irrevocably authorize Administrative Agent, at its option and in its discretion: (i) to release any Lien (A) on all Collateral upon Full Satisfaction of all the prompt payment Obligations and termination of the Commitments, (B) with respect to any Collateral that is sold or otherwise Disposed of to a Person other than an Obligor pursuant to a Disposition permitted by Section 6.4 (other than any Disposition permitted by clause (d) of Section 6.4), (C) on Receivables and Receivables Related Property to the extent required pursuant to any Receivables Intercreditor Agreement, or (D) subject to Section 10.2, as may be approved, authorized, or ratified in full when due writing by the Required Lenders; (whether at stated maturity, ii) to subordinate any Lien on any Collateral to the holder of any Lien on such property that is permitted by acceleration clause (f) or otherwise(k) of the Obligationsdefinition of “Permitted Encumbrances”; and (iii) to enter into each Subordination Agreement, each Debtor hereby pledges and grants perform all obligations thereunder, respectively, and to enter into any amendments of such Subordination Agreements which do not materially modify the rights of the Secured Parties thereunder, and agree to be bound by the terms thereof; (iv) to enter into any Receivables Intercreditor Agreement, and perform all obligations thereunder, respectively, and to enter into any amendments of such Receivables Intercreditor Agreement which do not materially modify the rights of the Secured Parties thereunder, and the Secured Parties agree to be bound by the terms thereof; (v) to confirm in writing whether specific items or types of Obligors’ property are or are not included in the Collateral pursuant to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”):Loan Documents; and (avi) all Instruments, together with all payments thereon or thereunder:to release any Guarantor from its obligations under any Guaranty Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. (b) all Accounts;Upon request by Administrative Agent at any time, the Secured Parties will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under any Guaranty Agreement pursuant to this Section 9.10. (c) Administrative Agent, at the sole expense of Obligors, shall execute and deliver to the Obligors all Inventory;releases or other documents reasonably necessary or desirable to evidence or effect any release of Liens or release of Guaranty Agreement authorized under Section 9.10(a); provided, that (i) Administrative Agent shall not be required to execute any document necessary to evidence such release authorized under clause (i)(B) or (v) of Section 9.10(a) unless a Responsible Officer of Administrative Borrower shall certify in writing to Administrative Agent that the transaction requiring such release is permitted under the Loan Documents (it being acknowledged that Administrative Agent may rely on any such certificate without further enquiry), (ii) Administrative Agent shall not be required to execute any document necessary to evidence such release on terms that, in Administrative Agent’s opinion, would expose Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (iii) no such release shall in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Obligors in respect of) all interests retained by Obligors, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. To the extent Administrative Agent is required to execute any releases or other documents in accordance with this Section 9.10(c), Administrative Agent shall do so promptly upon request of Borrowers without the consent or further agreement of any Secured Party. (d) Administrative Agent shall have no obligation whatsoever to any of the Secured Parties to assure that the Collateral exists or is owned by any Obligor or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that Administrative Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all General Intangibles (including payment intangibles (as defined or in any particular manner or to continue exercising, any of the rights, authorities and powers granted or available to Administrative Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given Administrative Agent’s own interest in the UCC) Collateral in its capacity as one of the Lenders and Software);that Administrative Agent shall have no other duty or liability whatsoever to any Secured Party as to any of the foregoing, except as otherwise provided herein. (e) The Secured Parties hereby irrevocably authorize Administrative Agent, based upon the instruction of the Required Lenders, to (i) consent to, credit bid or purchase (either directly or through one or more acquisition vehicles) all Equipment;or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363 of the Bankruptcy Code, (ii) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the UCC, including pursuant to Section 9-610 or 9-620 of the UCC, or (iii) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by Administrative Agent (whether by judicial action or otherwise) in accordance with applicable law. In connection with any such credit bid or purchase, (A) the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Administrative Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such claims cannot be estimated without unduly delaying the ability of Administrative Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the asset or assets purchased by means of such credit bid) and the Secured Parties whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (or in the Equity Interests of the acquisition vehicle or vehicles that are used to consummate such purchase), and (B) Administrative Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by such acquisition vehicle or vehicles and in connection therewith Administrative Agent may reduce the Obligations owed to the Secured Parties (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment PropertyThe Secured Parties acknowledge and agree that, including without limitation all equity interests now owned Rabobank or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of its Affiliates may at any time be the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or Receivables Financier under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsReceivables Financing Facility.

Collateral. As collateral security for To secure the prompt payment in full payment, promptly when due (whether at stated maturitydue, by acceleration or otherwise) and the punctual performance, of all of the Obligations, and satisfaction by Borrowers of all covenants and undertakings contained in the Credit Agreement and the Loan Documents, each Debtor Existing Borrower reconfirms the prior grant of the security interest in and lien upon and to, all of its right, tide and interest in and to the Collateral (including as set forth below), whether now owned or hereafter acquired, created or arising and wherever located and Joining Borrower hereby pledges assigns and grants to the Secured Party Lender a Lien on and security interest in, and a right of setoff against, any and all right, title and interest of such Borrower in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtorfollowing, whether now owned by such Debtor or hereafter existing or owned, acquired or arising hereafter: (i) all accounts, Payment Intangibles, Instruments and other rights to receive payments of Borrower (including without limitation the Accounts), whether now existing or hereafter coming into existence and wherever located arising or acquired, (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (dii) all General Intangibles (including payment intangibles (as defined without limitation, contract rights and Intellectual Property), Chattel Paper, Documents, Supporting Obligations, Letter of Credit Rights, Commercial Tort Claims set forth on Schedule 2.13 to the Credit Agreement, remedies, guarantees and collateral evidencing, securing or otherwise relating to or associated with the property in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; subpart (i) all Investment Propertyabove, including without limitation all equity interests now owned or hereafter acquired by such Debtor; rights of enforcement and collection, (jiii) all Deposit AccountsCommercial Lockboxes, includingall Government Lockboxes, without limitationall Collection Accounts and other deposit accounts into which any of the Collections or Advances are deposited, the balance all funds received thereby or deposited therein, and any checks or instruments from time to time in all bank accounts maintained by such Debtor; representing or evidencing the same, (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (miv) all books and records pertaining of Borrowers evidencing or relating to or associated with any of the other Collateral; and foregoing, (nv) all other tangible infounation and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and data compiled or derived by Borrowers with respect to any of the property foregoing (other than any such information and data subject to legal restrictions of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating theretopatient confidentiality), other rights to payments not otherwise included in and (vi) all collections, Accessions, receipts and Proceeds derived from any of the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the its Secured Obligations, each Debtor Obligor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Party Parties as hereinafter provided a Lien on and security interest in and to all of such DebtorObligor’s right, title and interest in in, to and under all of the following properties property and assets of such Debtorassets, in each case whether tangible or intangible, wherever located, and whether now owned by such Debtor Obligor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all of the property described in this Section 4 being collectively referred to herein as “Collateral”): (a) all InstrumentsAccounts, together all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles (including all Intellectual Property), all Instruments (including all Promissory Notes), all Portfolio Investments, all Pledged Debt, all Pledged Equity Interests, all Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all payments thereon or thereunder:Commodity Accounts and Commodity Contracts), all letters of credit and Letter-of-Credit Rights, all Money and all Goods (including Inventory and Equipment), and all Commercial Tort Claims; (b) to the extent related to any Collateral, all AccountsSupporting Obligations; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and extent related to any of the property of such Debtor described in the preceding clauses of this Section 3 (includingCollateral, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, credit files, records, invoices and other papers, papers (including without limitation all tapes, cards, computer runs, computer programs, computer files runs and other papers, papers and documents and records in the possession or under the control of such Debtor, Obligor or any computer bureau or service company from time to time acting for such DebtorObligor); and (d) all Proceeds of any of the foregoing Collateral. Notwithstanding anything to the contrary contained herein or in any Transaction DocumentIT BEING UNDERSTOOD, HOWEVER, that in no event shall the security interest granted herein or therein under this Section 4 attach to (A) any contract, property rights, obligation, instrument or agreement to which an Obligor is a party (or to any of its rights or interests thereunder) if the grant of such security interest would constitute or result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such contract, property rights, obligation, instrument or agreement (other than to the extent that any such terms would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), or (B) any Excluded Assets, and notwithstanding anything to the contrary provided in this Agreement, the term “Collateral” shall not include, and the Obligors shall not be deemed to have granted a security interest in, any Excluded Assets.

Collateral. As collateral security for the prompt performance, observance and payment in full when due (whether at stated maturity, by acceleration or otherwise) of the all Obligations, each Debtor the Borrower hereby pledges and grants to the Secured Party Bank a Lien on and continuing security interest in, a lien upon and a right of setoff against, and the Borrower hereby assign, transfer, pledge and set over to the Bank the following (which together with any of the Borrower’s other property in and which the Bank may at any time have a security interest or lien, whether pursuant to all this Agreement or any supplement hereto, or otherwise, are herein collectively referred to as the “Collateral”): All of such Debtorthe Borrower’s right, title and interest in the following properties and assets of such Debtorto all personal property, tangible and intangible, wherever located or situated and whether now owned by such Debtor owned, presently existing or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred created, including, but not limited to herein as “Collateral”): all: (a) all Instruments, together with all payments thereon or thereunder: Accounts; (b) all Accounts; Equipment; (c) all Inventory; ; (d) all General Intangibles (including payment intangibles (as defined in the UCC) financial assets and Software); investment property; (e) moneys, securities and other property and the proceeds thereof, now or hereafter held or received by, or in transit to, the Bank from or for the Borrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all Equipment; of the Borrower’s deposits (general or special), balances, sums and credits with or in the control of the Bank at any time existing; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Propertyrights, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accountsremedies, security and liens, in, to and in respect of the Accounts and other Collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, guaranties or other contracts of suretyship with respect to the balance from time Accounts and other Collateral, deposits or other security for the obligation of any Account Debtor, and credit and other insurance; (g) goods relating to, or which by sale have resulted in, Accounts including, without limitation, all goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, any Accounts or other Collateral, including without limitation, all returned, reclaimed or repossessed goods; (h) Deposit Accounts (whether or not maintained with the Bank); (i) books, records (whether paper, computer or electronic), data, tapes, discs, other media, ledger cards, computer and software programs, files, access codes, records and procedure manuals relating thereto, together with all computer or other data processing equipment on which any of the foregoing is stored, and other property and general intangibles evidencing or relating to time the Accounts, Equipment, Inventory and any other Collateral or any Account Debtor, together with the file cabinets or containers in which the foregoing are stored (“Records”); (j) general intangibles of every kind and description, including without limitation, trade names and trademarks, and the goodwill of the business symbolized thereby, patents, copyrights, licenses and federal, state and local tax refund claims of all bank accounts maintained by such Debtor; kinds; (k) all Commercial Tort Claims specified on Schedule VII; letter of credit rights; (l) all Trademarks, Patents commercial tort claims; and Copyrights; (m) all books supporting obligations and records pertaining to products and proceeds of the other Collateral; and (n) all other tangible and intangible property of such Debtorforegoing, in any form, including, without limitation, insurance proceeds and any claims against third parties for loss or damage to or destruction of any or all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.

Collateral. As collateral security for Except as specified in Schedule 2.16(a) hereto, the prompt payment in full when due Obligations shall be secured at all times by: (whether at stated maturity, by acceleration or otherwisei) of the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and first priority perfected security interest in and to lien upon all of such Debtor’s right, title presently owned and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired tangible and whether now existing intangible personal property and fixtures of each Borrower, including without limitation any intercompany notes, obligations or hereafter coming into existence agreements, subject only to (A) any Permitted Liens and wherever located (all being collectively referred B) the exclusion of any License, except to herein as “Collateral”): the extent (aif any) all Instruments, together with all payments thereon that such a security interest is permitted or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles not prohibited by the Act (as defined in Section 4.08), and the UCC) rules, regulations and Softwarepolicies of the FCC (but including, to the maximum extent permitted by law, all rights incident or appurtenant to any such License, including without limitation the right to receive all proceeds derived or arising from or in connection with the sale, assignment or transfer thereof); (eii) first mortgages on all Equipmentpresently owned and hereafter acquired real estate owned by each Borrower, subject only to any Permitted Liens, together with mortgagee’s title insurance policies acceptable to Administrative Agent and Collateral Agent; (fiii) collateral assignments of or leasehold mortgages on all Documentsreal estate leases, in each case, in which any of the Borrowers now has or may in the future have an interest, subject only to any Permitted Liens, and such third party consents, lien waivers, non-disturbance agreements and estoppel certificates as Administrative Agent and Collateral Agent shall reasonably require, together with mortgagee’s title insurance policies acceptable to Administrative Agent and Collateral Agent; (giv) a first priority perfected collateral assignment and/or pledge of all Contracts; (h) of the issued and outstanding Equity Securities of each Borrower and all Goods; (i) all Investment Propertywarrants, including without limitation all equity interests now owned or hereafter acquired by options, and other rights to purchase such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other CollateralEquity Securities; and (nv) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any first priority perfected collateral assignments of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims Licenses and all rightspurchase agreements, claims construction contracts, management agreements, LMAs, programming agreements, licenses, permits, authorizations (except for licenses and benefits against any Person relating thereto), other rights permits issued by the FCC to payments not otherwise included the extent it is unlawful to grant a security interest in the foregoing, such licenses and all books, correspondence, files, records, invoices permits) and other papersagreements as Administrative Agent and Collateral Agent shall reasonably deem necessary to protect the interests of Lenders, including without limitation all tapestogether with such third party consents, cards, computer runs, computer programs, computer files lien waiver and other papers, documents estoppel certificates as Administrative Agent and records in Collateral Agent shall reasonably require and as permitted by the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assetsunderlying document.

Collateral. As collateral security for (a) To secure the prompt full and complete payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of the Obligations, the Borrower shall, and shall cause each Debtor hereby pledges and grants of its Subsidiaries, other than the Foreign Subsidiaries, to, on or before the Closing Date, grant to the Secured Party Administrative Agent for the benefit of the Administrative Agent and the Lenders a perfected, first priority Lien on and security interest in and to all of such Debtor’s its right, title and interest in and to the following properties and assets of such DebtorProperty, whether now owned by such Debtor or hereafter acquired acquired, and whether now existing or hereafter coming into existence the proceeds and wherever located (all being collectively referred products thereof, pursuant to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunderthe Security Documents: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now capital stock of each of the Subsidiaries of the Borrower owned as of the Closing Date or hereafter thereafter acquired by such Debtorthe Borrower or any Subsidiary of the Borrower; (jii) each Lockbox and Agency Account and any cash or other moneys credited thereto or retained therein; (iii) all Deposit Accountscapital stock of ICII or any other Person owned as of the Closing Date or thereafter acquired by the Borrower or any Subsidiary of the Borrower; and (iv) all LHO Loans outstanding as of the Closing Date or thereafter at any time existing, together with all LHO Loan Collateral therefor. The Borrower covenants that none of the capital stock to be pledged in accordance with this Section 7.1 shall be subject to any transfer restrictions, ----------- shareholders' agreement or other restriction except for such restrictions under Applicable Laws and such restrictions, if any, as may be reasonably acceptable to the Administrative Agent. In connection with and in addition to the foregoing, the Borrower and its Subsidiaries shall execute and/or deliver such Security Documents and further agreements, documents and instruments (including, without limitation, the balance from time LHO Loan notes, stock certificates, stock powers, endorsements, collateral assignments, and financing statements) as the Administrative Agent may reasonably request in order for it to time obtain and maintain the perfected, first priority Liens to be granted in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of accordance with this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor7.1. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.-----------

Collateral. As collateral security for (a) For the prompt payment purposes of this Agreement, all assets (other than the Equity Interests of and in full when due (whether at stated maturity, by acceleration or otherwiseCountryplace Acceptance Corporation) of any Grantor (other than a Limited Pledgor), whether presently existing or owned or hereafter arising or acquired, of any kind or nature and wherever located, in which a Grantor (other than a Limited Pledgor) now has or at any time in the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s future may acquire any right, title and interest in or interests, including all of the following properties and assets of such Debtorproperty, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being is collectively referred to herein as the “All Assets Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (bi) all Accounts; (c) all Inventory; (d) all General Intangibles accounts, chattel paper (including payment intangibles electronic chattel paper), deposit accounts, documents (as defined in the UCC) ), equipment, general intangibles, instruments, inventory, investment property and Software)any Support Obligations related thereto; (eii) all Equipmentthe commercial tort claims described on Schedule II and on any supplement thereto received by the Secured Party pursuant to Section 4.08; (fiii) all Documentsproperty of such Grantor held by the Secured Party, including all property of every description, in the custody of or in transit to the Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power, including but not limited to cash; (giv) all Contractsother goods (including but not limited to fixtures) and personal property of such Grantor, whether tangible or intangible and wherever located; (hv) all Goodsbooks, records and other documentation pertaining to the other property described in this Section 2.01; and (vi) to the extent not otherwise included, all proceeds of the foregoing; (b) For the purposes of this Agreement, all of the following property, whether presently existing or owned or hereafter arising or acquired and wherever located, by a Limited Pledgor, or in which a Limited Pledgor now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “Limited Collateral” and, together with the All Assets Collateral, the “Collateral”: (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such DebtorPledged Equity Interests in each Pledged Entity; (jii) all Deposit Accountsrights, includinginterests and claims with respect to the Pledged Equity Interests in each Pledged Entity, without limitation, the balance from time including under any and all Pledged Collateral Agreement with respect to time in all bank accounts maintained by such DebtorPledged Entity; (kiii) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarksbooks, Patents records and Copyrights; (m) all books and records other documentation pertaining to the other Collateral; andproperty described in this Section 2.01(b); (niv) all other tangible and intangible property of such Debtor, including, without limitationto the extent not otherwise included, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any proceeds of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.;

Collateral. As collateral security for (i) Subject to the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligationsproviso below, each Debtor hereby pledges of Parent and grants the Borrower shall, and shall cause each other Loan Party to, ▇▇▇▇▇ ▇ ▇▇▇▇ pursuant to the Secured Party a Lien Security Instruments on and security interest in and to substantially all of such Debtor’s right, title and interest its Property located in the following properties and assets of such Debtor, whether United States now owned by such Debtor or at any time hereafter acquired and whether now existing by it or hereafter coming into existence and wherever located any other Loan Party, including (all being collectively referred to herein as “Collateral”): (aA) all InstrumentsEquipment, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all , Chattel Paper, Documents, General Intangibles (including payment intangibles Intangibles, Instruments and Inventory (as each such term is defined in the UCC) and Software); , (eB) all Equipment; real property and (fC) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time Equity Interests in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents each Domestic Subsidiary and Copyrights; (m) all books and records pertaining to the other CollateralForeign Subsidiary; and (nii) subject to the proviso below, upon the formation or acquisition of any Significant Domestic Subsidiary or upon any Subsidiary becoming a Significant Domestic Subsidiary after the Initial Availability Date, the Borrower shall promptly: (A) cause such Significant Domestic Subsidiary to ▇▇▇▇▇ ▇ ▇▇▇▇ pursuant to the Security Instruments on substantially all other tangible and intangible property of such Debtorits Property located in the United States now owned or at any time hereafter acquired by it, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, and Inventory (as each such term is defined in the UCC); (B) pledge, or cause the appropriate Person to pledge, pursuant to the Guaranty and Collateral Agreement or the Pledge Agreement, as applicable, all of the Equity Interests in such Significant Domestic Subsidiary (and, to the extent certificated, deliver original stock certificates or other certificates evidencing the capital stock of such entity, together with an appropriate undated stock power for each certificate, duly executed in blank by the registered owner thereof); (C) cause such Significant Domestic Subsidiary to grant a Mortgage on any real property owned by such Significant Domestic Subsidiary; and (D) execute and deliver, or cause such Significant Domestic Subsidiary to execute and deliver, such other additional documents and certificates as shall reasonably be requested by the Administrative Agent; and (iii) subject to the proviso below, upon the formation or acquisition of any Foreign Subsidiary or any Domestic Subsidiary that is not a Significant Domestic Subsidiary after the Initial Availability Date, Parent and the Borrower shall promptly: (A) pledge, or cause the appropriate Person to pledge, pursuant to the Pledge Agreement, (1) 65% of the voting capital stock and 100% of the non-voting capital stock of each first-tier Foreign Subsidiary that is a CFC (and, to the extent certificated and to the extent that delivery of such certificates is not prohibited due to a Governmental Requirement, deliver original stock certificates or other certificates evidencing 65% of the voting capital stock and 100% of the non-voting capital stock of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (2) 100% of the capital stock of each Domestic Subsidiary that is not a Significant Domestic Subsidiary and each Foreign Subsidiary that is not a CFC or a Subsidiary of a CFC (and, to the extent certificated, deliver original stock certificates or other certificates evidencing the capital stock of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); and (B) execute and deliver, or cause such Foreign Subsidiary or Domestic Subsidiary, as applicable, to execute and deliver, such other additional documents and certificates as shall reasonably be requested by the Administrative Agent; provided that the foregoing clauses (i), (ii) and (iii) shall not require the creation or perfection of pledges of, security interests in or Mortgages on, (A) the Equity Interests in, and any Property of, any ABS Subsidiary, (B) any real property, Proceedswhether leasehold interests or owned real property, tort claimslocated in any jurisdiction other than the United States, products(C) any leasehold interests or any owned real property that has a book value of less than $5,000,000 on an individual basis (provided, accessionshowever, rentsif in the aggregate, profitsthe book value of all real property owned by any Loan Party or Restricted Subsidiary and not subject to a Mortgage (“Non-Mortgaged Real Property”) exceeds $15,000,000 as of the last day of any Fiscal Quarter, incomethen the Borrower shall, benefitswithin thirty (30) days after delivery of the financial statements required to be delivered for such Fiscal Quarter pursuant to Section 8.01(a), substitutionsdeliver Mortgages with respect to as much of such real property as is necessary to ensure that the aggregate book value of all Non-Mortgaged Real Property as of the last day of such Fiscal Quarter does not exceed $15,000,000), additions and replacements (D) any Property identified on Schedule 8.06, (E) the Equity Interests owned by any Loan Party or a Restricted Subsidiary in a Joint Venture to the extent (but only to the extent) (i) the Organization Documents of and such Joint Venture or any other agreement relating to such Joint Venture prohibit the granting of a Lien on such Equity Interests or (ii) such Equity Interests in such Joint Venture are otherwise pledged as collateral as permitted by Section 9.02(g), provided however, if any of the foregoing conditions cease to be in effect for any reason, then the Equity Interests in such Joint Venture shall automatically be subject to the lien and security interest pursuant to the Guaranty and Collateral Agreement, (F) any Property that in the reasonable judgment of the Administrative Agent, the cost of creating or perfecting such pledges, security interests or Mortgages on such Property would be excessive in view of the benefits to be obtained by the Lenders therefrom, (G) any assets directly or indirectly legally owned by any CFC or more than 65% of the capital stock of any CFC, (H) more than 65% of the voting Equity Interests of any Excluded Subsidiary, (I) any Property subject to a Lien permitted by Section 9.02(b), (d) or (e), (K) Equity Interests in Hanover Cayman Limited, Production Operators Cayman Inc. or Exterran (Thailand) Ltd. or (L) Equity Interests of a direct or indirect Subsidiary of any CFC; provided further that the Borrower and any Guarantor will have ninety (90) days to perfect Liens on Property acquired in an acquisition. The Borrower will also (1) deliver a Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each parcel of real property that becomes Collateral subject to a Mortgage pursuant to this Section 8.06(a) on which a Building or Manufactured (Mobile) Home is located and a policy of flood insurance that covers any such parcel that is located in a “special flood hazard area” as defined in the Flood Insurance Laws and (2) if reasonably requested by the Administrative Agent with respect to each parcel of real property that becomes Collateral subject to a Mortgage pursuant to this Section 8.06(a), provide the Lenders with (x) title and extended coverage insurance covering such interest in real property in an amount equal to the estimated fair market value of such Debtor described interest in real property (or such other amount as shall be reasonably acceptable by the preceding clauses of this Section 3 Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (including, without limitation, y) any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of connection with such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsMortgage.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the The Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, Rate Management Obligations and Banking Services Obligations, shall be secured by (a) valid, perfected, and enforceable Liens on all right, title, and interest of each of the balance from time to time Credit Parties and each Subsidiary (other than Addus FEA) in all bank accounts maintained capital stock and other Equity Interests held by such Debtor; Person in each of its Subsidiaries, whether now owned or hereafter formed or acquired, and all Proceeds thereof, and (kb) valid, perfected, and enforceable Liens on all Commercial Tort Claims specified on Schedule VII; right, title, and interest of each of the Credit Parties and each Subsidiary (lother than Addus FEA) in all Trademarkspersonal property, Patents fixtures, and Copyrights; real estate, whether now owned or hereafter acquired or arising, and all Proceeds thereof. Furthermore, (mi) all books Holdings will cause 100% of the issued and records pertaining to the other Collateral; and (n) all other tangible outstanding Equity Interests of each direct and intangible property indirect Subsidiary of such DebtorHoldings, including, without limitation, Addus FEA, to be subject at all interests times to a first priority, perfected Lien and pledge in real propertyfavor of Agent pursuant to the terms and conditions of this Agreement, Proceedsand the applicable Collateral Documents or other security documents as Agent shall reasonably request. Notwithstanding the foregoing, tort claimsthe Lien of Agent shall not extend to and Collateral (or any asset or property comprising the Collateral) shall not include the following Property (all of the following being the “Excluded Assets”): (i) other than Accounts, productsany lease, accessionslicense, rentspermit or agreement to which any Credit Party is a party to the extent, profitsbut only to the extent, incomethat such a grant would, benefitsunder the terms of such lease, substitutionslicense, additions permit or agreement, result in a breach of the terms of, invalidate, or constitute a default under, such lease, license, permit or agreement or to the extent any requirement of law prohibits the grant of a Lien thereon; (ii) any Property that is the subject of a Lien securing any purchase money Indebtedness or Capital Lease permitted under this Agreement pursuant to an agreement the terms of which prohibit such Credit Party from granting any other Liens on such Property (with respect to clauses (i) and replacements of and (ii), other than to the extent that any such term or prohibition would be rendered ineffective pursuant to the UCC or other applicable law); provided, that with respect to any of the property of such Debtor limitation described in the preceding foregoing clauses (i) or (ii) (A) upon the request of this Section 3 the Agent, such Credit Party shall in good faith use commercially reasonable efforts to obtain any requisite consent for the creation of such Lien in favor of the Agent on such Property, (includingB) immediately upon the ineffectiveness, without limitationlapse or termination of any such restriction, the Collateral shall include, and such Credit Party shall be deemed to have granted a Lien on such Property under the applicable Collateral Documents as if such restriction had never been in effect; and (C) notwithstanding any proceeds of insurance thereonsuch restriction, insurance claims the Collateral shall, to the extent such restriction does not by its terms apply thereto and all rights, claims such rights and benefits against any Person relating thereto), other rights to payments Proceeds do not otherwise included constitute Excluded Assets, include all rights incident or appurtenant to any such Property, and the right to receive all Proceeds derived from, or in connection with the sale, assignment or transfer of, such Property; (iii) more than 65% of the total of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any Credit Party or any Domestic Subsidiary or any assets of any Foreign Subsidiary of the Credit Parties if in any such case Agent’s Lien on such Property would create a significant risk of a material adverse tax consequence to the Credit Parties; (iv) any “intent to use” applications for Trademarks for which a statement of use has not been filed and accepted with the United States Patent and Trademark Office; or (v) those assets as to which Agent determines in its Permitted Discretion the cost of obtaining a Lien therein in favor of Agent or the perfection thereof are excessive in relation to the benefit to the Lenders afforded by such Lien. Furthermore, the Lien of Agent need not be perfected in the foregoingfollowing Property: (a) in each case with Agent’s prior written consent, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records (i) deposit accounts for ▇▇▇▇▇ cash supporting local operations so long as the amounts on deposit in such deposit accounts do not exceed $10,000 in the possession aggregate for all such accounts, (ii) deposit account number xxxx7086 with Citibank so long as such deposit account (x) is used solely to disburse payment of workers compensation claims related to a Credit Party that have been funded by Agent and (y) has a balance of no more than the sum of (A) 100% of the total workers compensation claims amount being paid and (B) $50,000 (representing the minimum balance required amount) (or under such greater minimum balance required amount agreed to in writing by Agent in its sole discretion) and (iii) payroll accounts so long as such payroll accounts (x) are used solely to disburse payroll for Credit Party employees and (y) have a balance of no more than either (A) 110% of the control total payroll amount being paid for such week prior to the disbursement of such Debtorweekly payroll or (B) $30,000 for each such account after the disbursement of such weekly payroll (collectively, any computer bureau the “Excluded Accounts”); and (b) until an Event of Default has occurred and is continuing and thereafter until otherwise required by the Agent or service company from time the Required Lenders, on vehicles which are subject to time acting for such Debtor. Notwithstanding anything to a certificate of title law (collectively, the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any “Excluded AssetsVehicles”).

Collateral. As collateral In addition to, and not in substitution for, any Property delivered, conveyed, transferred or assigned to you under any Loan Document as security for the prompt payment any or all of Applicant’s obligations and liabilities to you at any time existing under or in full when due (whether at stated maturityconnection with any L/C Document or any Loan Document, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and Applicant grants to the Secured Party you a Lien on and security interest in and to the following Collateral, whether or not any such Collateral is in your possession or control or the possession or control of your agents or correspondents or in transit to, or set apart for, you or your agents or correspondents: (a) with respect to each Credit and until such time as all Applicant’s obligations and liabilities to you at any time existing under or in connection with each Credit and the L/C Documents and Loan Documents related to such Credit have been fully paid and discharged, all as security for such obligations and liabilities, (i) all Property referred to in, or at any time shipped under or pursuant to, or in any way related to, each Credit or to any Demand made or Acceptance created under each Credit, whether or not you receive the Documents covering such Property or release such Documents to Applicant on trust or bailee receipt or otherwise, (ii) all Documents accompanying any Demand made under each Credit, and (iii) all the proceeds of the Property and the Documents referred to in subsections (i) and (ii) of this Section 10(a), and (b) with respect to all the Credits and until such Debtortime as all Applicant’s obligations and liabilities to you at any time existing under or in connection with each L/C Document and each Loan Document have been fully paid and discharged, all as security for such obligations and liabilities, (i) all Applicant’s property, claims, demands, right, title and interest in and to the following properties balance of each of Applicant’s deposit accounts with you now or at any time hereafter existing, and assets all evidences of such Debtordeposit accounts, (ii) all Property belonging to Applicant or in which it may have an interest, now or at any time hereafter delivered, conveyed, transferred, assigned, pledged or paid to you or your agents or correspondents in any manner whatsoever, whether now owned by such Debtor as security or hereafter acquired and whether now existing for safekeeping or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accountsotherwise, including, without limitation, any items received for collection or transmission, and the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property proceeds of such Debtoritems, whether or not such Property is in whole or in part released to Applicant on trust or bailee receipt or otherwise, and (iii) where Applicant is more than one person or entity, all right, title and interest of each of Applicants in and to all the Property which any of Applicants may now or hereafter obtain as security for the obligations of any one or more of Applicants to one or more of the others of Applicants arising under or in connection with the transaction to which any Credit relates. Further, in addition to, and not in substitution for, any Property delivered, conveyed, transferred or assigned to you under any Loan Document as security for any or all of Applicant’s obligations and liabilities to you at any time existing under or in connection with any L/C Document or any Loan Document, Applicant agrees to deliver, convey, transfer and assign to you on demand, as security, Property of a value and character satisfactory to you, (A) if you at any time feel insecure about Applicant’s ability or willingness to repay any amounts which you have paid or may pay in the future on any Demand or Acceptance or in honoring any other of your obligations under or in connection with any Credit, or (B) without limiting the generality of the foregoing, if any temporary or permanent restraining order, preliminary or permanent injunction, or any other pretrial or permanent injunctive or similar relief is obtained restraining, prohibiting or enjoining you, any of your correspondents, or any advising, confirming, negotiating, paying, accepting or other bank from paying or negotiating any Demand or creating or paying any Acceptance or honoring any other obligation under or in connection with any Credit. Applicant agrees that the receipt by you or any of your agents or correspondents at any time of any kind of security, including, without limitation, cash, shall not be deemed a waiver of any of your rights or powers under this Agreement. Applicant agrees to sign and deliver to you on demand, all interests such deeds of trust, security agreements, financing statements and other documents as you shall at any time request which are necessary or desirable (in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions your sole opinion) to grant to you an effective and replacements of perfected security interest in and to any or all of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims Collateral. Applicant agrees to pay all filing and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything recording fees related to the contrary contained herein or in perfection of any Transaction Document, in no event shall the security interest granted herein to you in accordance with this Section. Applicant hereby agrees that any or therein attach to all of the Collateral may be held and disposed of as provided in this Agreement by you. Upon any Excluded Assetstransfer, sale, delivery, surrender or endorsement of any Document or Property which is or was part of the Collateral, Applicant will indemnify and hold you and your agents and correspondents harmless from and against each and every claim, demand, action or suit which may arise against you or any of your agents or correspondents by reason of such transfer, sale, delivery, surrender or endorsement.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Senior Secured Obligations, each Debtor hereby pledges to Collateral Agent, for the ratable benefit of the Secured Parties to the extent provided in the Intercreditor Agreement, and grants to Collateral Agent, for the ratable benefit of the Secured Party Parties to the extent provided in the Intercreditor Agreement, a Lien on and security interest in and to in, all of such Debtor’s right, title and interest in the following properties and assets of such Debtorproperty, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder:Accessions; (b) all Accounts; (c) all InventoryAs-Extracted Collateral; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software)Chattel Paper; (e) all EquipmentCommercial Tort Claims; (f) all DocumentsCommodity Accounts; (g) all Commodity Contracts; (h) all GoodsDeposit Accounts; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such DebtorFinancial Assets; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such DebtorGeneral Intangibles; (k) all Commercial Tort Claims specified on Schedule VIIGoods; (l) all Trademarks, Patents and CopyrightsInstruments; (m) all books and records pertaining to the other Collateral; andInventory; (n) all Investment Property; (o) all Intellectual Property; (p) all Equipment; (q) all Contracts; (r) all Documents; (s) all Letter-of-Credit Rights; (t) all Payment Intangibles; (u) all Software; (v) all Supporting Obligations; (w) all Pledged Stock; (x) all Pledged Obligations; (y) all Pledged Interests; (z) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other tangible like change of the Pledged Stock or otherwise received in exchange therefor, and intangible property any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; (aa) without affecting the obligations of such Debtor under any provision prohibiting such action hereunder or under the Financing Documents, in the event of any consolidation or merger in which an Issuer, LLC or Partnership is not the surviving entity, all shares of each class of the capital stock of the successor corporation or interests or certificates of the successor limited liability company or partnership owned by the Debtors (unless such successor is such Debtor itself) formed by or resulting from such consolidation or merger; all rights, claims and benefits of such Debtor against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by such Debtor, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; and all interests in real propertyother tangible and intangible personal property and fixtures of such Debtor, including without limitation all Proceeds, tort claimsproducts, productsoffspring, accessions, rents, profits, income, benefits, substitutions, additions substitutions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including3.1, without limitationand, to the extent related to any proceeds of insurance thereonproperty described in such clauses or such Proceeds, insurance claims products and all rightsaccessions, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files runs and other papers, papers and documents and records in the possession or under the control of such Debtor, Debtor or any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to Furthermore, if the contrary contained herein grant, pledge, collateral transfer or assignment of any rights of any Debtor under any contract included in any Transaction Documentthe Collateral is expressly prohibited by such contract, in no event shall then the security interest hereby granted herein nonetheless remains effective to the extent allowed by the UCC or therein attach to any Excluded Assetsother applicable law but is otherwise limited by that prohibition.

Collateral. As collateral (a) The Borrower, as security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of the ObligationsSecured Obligations when due, each Debtor hereby pledges assigns, conveys, transfers, delivers and sets over to the Issuing Lender, and grants to the Secured Party Issuing Lender a Lien on and a security interest in all assets of the Borrower other than its books and records and its right, title and interest (now existing or hereafter acquired or arising) in, to all of such Debtorand under the Regulatory Account and the Administrative Account, including the Borrower’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether (now existing or hereafter coming into existence acquired or arising) in, to and wherever located under the following (all being collectively referred to herein as collectively, the “Collateral”): (ai) the Borrower’s interest, if any, in the Reinsurance Trust Account; provided, that such Lien and security interest is subject in all Instruments, together with all payments thereon or thereunder: (b) all Accountscases and in every respect to the rights of the Reinsurance Trustee in such interest; (cii) the Surplus Account, and all Inventory; (d) Cash, securities, Instruments and other property held in the Surplus Account from time to time, and all General Intangibles (including payment intangibles certificates and Instruments, if any, from time to time representing the Surplus Account or any property therein. Notwithstanding the status of the Surplus Account and financial assets as Collateral, the Surplus Account and such assets shall remain available to make payments in the priority and to the recipients identified pursuant tothe Priority of Payments. In addition, the Issuing Lender agrees not to issue any Notice of Exclusive Control (as defined in the UCCSecurities Account Control Agreement) unless an Event of Default has occurred and Software)is continuing. The Issuing Lender hereby authorizes any disposition of property from the Surplus Account free of any security interest if, and only to the extent that, such disposition is made, and the proceeds are applied, in accordance with the Priority of Payments; (eiii) all Equipment; rights, if any, of the Borrower in (fA) all Documents; Cash, securities, Instruments and other property held or deemed to be held in any express or constructive trust established pursuant to the terms of the Reinsurance Agreement from time to time, and (gB) all Contracts; (h) all Goods; (i) all Investment Propertycertificates and Instruments, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accountsif any, including, without limitation, the balance from time to time representing any such express or constructive trust or any property therein; provided, that such Lien and security interest is subject in all bank accounts maintained by cases and in every respect to the rights of the Ceding Company in such Debtorrights; (kiv) any and all Commercial Tort Claims specified on Schedule VIIof the following, whether now existing or hereafter arising and wheresoever the same may be located: all rights of the Borrower under the Transaction Documents, accounts (other than the Regulatory Account and the Reinsurance Trust Account), chattel paper, deposit accounts, documents, equipment, general intangibles, goods, instruments, inventory, investment property, letters of credit, letter-of-credit rights, payment intangibles, securities accounts and supporting obligations; (lv) all Trademarks, Patents and Copyrights; (m) all books and records pertaining other property or rights delivered or assigned by the Borrower or on its behalf to the other CollateralIssuing Lender from time to time under this Agreement or otherwise, to secure or guarantee payment of the Secured Obligations; and (nvi) all other tangible and intangible property of such Debtor, including, without limitationto the extent not covered above, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions products and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoingof, and all booksdividends, correspondencecollections, filesearnings, recordsaccruals, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtorpayments with respect to, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to all of the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assetsforegoing.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) ), of the its Secured Obligations, each Debtor Obligor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Party Parties as hereinafter provided a Lien on and security interest in and to all of such DebtorObligor’s right, title and interest in the following properties in, to and assets under all of such DebtorObligor’s personal property and assets, including the following, in each case whether tangible or intangible, wherever located, and whether now owned by such Debtor Obligor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all of the property described in this Section 4, other than the property excluded pursuant to the proviso to this Section 4, being collectively referred to herein as “Collateral”): (a) all InstrumentsAccounts, together all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles (including all Intellectual Property), all Instruments (including all Promissory Notes), all Portfolio Investments, all Pledged Debt, all Pledged Equity Interests, all Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, all payments thereon Commodity Accounts and Commodity Contracts, and, for the avoidance of doubt, all of such Obligor’s interest in the limited liability company or thereunder:membership interests of each Subsidiary owned by such Obligor, all of such Obligor’s right to participate in the management of the business and affairs of each such issuer or otherwise control each such Subsidiary, and all of such Obligor’s rights as a member of each such Subsidiary), all letters of credit and Letter-of-Credit Rights, all Money and all Goods (including Inventory and Equipment), and all Commercial Tort Claims; (b) to the extent related to any Collateral, all AccountsSupporting Obligations; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and extent related to any of the property of such Debtor described in the preceding clauses of this Section 3 (includingCollateral, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, credit files, records, invoices and other papers, papers (including without limitation all tapes, cards, computer runs, computer programs, computer files runs and other papers, papers and documents and records in the possession or under the control of such Debtor, Obligor or any computer bureau or service company from time to time acting for such DebtorObligor); and (d) all Proceeds of any of the foregoing Collateral. Notwithstanding anything to the contrary contained herein or in any Transaction DocumentPROVIDED, HOWEVER, that in no event shall the security interest granted herein or therein under this Section 4 attach to (and there shall be excluded from the definition of “Collateral”) (A) any contract, property rights, obligation, instrument or agreement to which an Obligor is a party (or to any of its rights or interests thereunder) if the grant of such security interest would constitute or result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such contract, property rights, obligation, instrument or agreement (other than to the extent that any such terms would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), or (B) any Excluded Assets, and notwithstanding anything to the contrary provided in this Agreement, the term “Collateral” shall not include, and the Obligors shall not be deemed to have granted a security interest in, any Excluded Assets.

Collateral. As collateral security for the prompt To secure full and complete payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of the Secured Obligations, each Debtor hereby pledges the Borrower shall execute and grants deliver or cause to be executed and delivered the documents described below covering the property and collateral described in this Section 6.14 (which, together with any other property and collateral which may now or hereafter secure the Secured Party a Lien on and security interest in and to all of such Debtor’s rightObligations or any part thereof, title and interest in is sometimes herein called the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) The Borrower will, and will cause each of its Material Domestic Subsidiaries to, grant to Administrative Agent, for the benefit of the Secured Parties, a first priority security interest (subject only to Permitted Liens) in all Instrumentsof its Accounts, together chattel paper, instruments, documents, books, records, letter-of-credit rights, Inventory, machinery, equipment, Rolling Stock, financial assets, investment property, contract rights, deposit accounts, trademarks, patents, copyrights, other material intellectual property, payment intangibles, other general intangibles, commercial tort claims, 100% of Equity Interests in its Material Domestic Subsidiaries and 66% of Equity Interests in Foreign Subsidiaries owned directly by the Borrower or any Domestic Subsidiary, and other personal property subject to the Lien granted pursuant to the Security Agreement, whether now owned or hereafter acquired, and all products and cash and non-cash proceeds thereof, pursuant to the Security Agreement, provided in all cases that, notwithstanding anything to the contrary herein or in the other Loan Documents, (i) perfection and priority in such collateral shall be limited to the extent that perfection may be obtained (A) by the filing of a centralized UCC-1 financing statement, (B) by patent, trademark or copyright office filings in the United States of America (provided, that following the Closing Date the Administrative Agent shall only perfect its security interest in after-acquired patents, trademarks and copyrights to the extent such intellectual property is material to the business of any Loan Party as reasonably determined by such Loan Party), (C) by possession and indorsement of stock certificates, chattel paper and instruments, (D) automatically pursuant to the UCC, (E) by entering into deposit account or securities account control agreements, (F) by the filing of UCC-1 financing statements on Aggregates constituting as-extracted collateral in the applicable real property records, (G) by compliance with all payments thereon the procedures set forth in any applicable certificate of title statutes for perfecting a Lien on Rolling Stock, including the notation of the Administrative Agent’s Lien on the certificates of title therefor, but only to the extent authorized under Section 6.14(c), and (H) in the case of locomotives and railcars, by the filing of a mortgage or thereunder:security agreement with the Surface Transportation Board of the U.S. Department of Transportation, and (ii) the security interest shall not cover (A) any fixtures or real property, (B) any assets subject to a Lien permitted by clause (f) of the definition of “Permitted Liens”, or (C) any assets with respect to which there are effective and enforceable legal restrictions against the granting of a security interest therein. Notwithstanding clause (i)(F) above to the contrary, the Administrative Agent will not perfect its Lien on Aggregates constituting as-extracted collateral by the filing of financing statements in the applicable real property records until the first to occur of (1) an Event of Default, (2) Availability is less than $60,000,000, or (3) notice of a transaction described in clause (b) below (in which case the Administrative Agent shall only perfect its Lien on Aggregates constituting as-extracted collateral located at the relevant property). (b) all Accounts;The Borrower shall, and shall cause each Subsidiary to, provide the Administrative Agent with not less than 30 days prior written notice of its intention to ▇▇▇▇▇ ▇ ▇▇▇▇ securing Debt (other than the Obligations) on the Mill Creek, Bridgeport, Midlothian, Hunter or Oro Grande plants or any other real estate at which Aggregates with a Value equal to or exceeding $5,000,000 are located, which notice shall include a legal description of such real estate and the name of the fee owner thereof. Neither the Borrower nor any Subsidiary shall ▇▇▇▇▇ ▇ ▇▇▇▇ described in the preceding sentence until after such time as the Administrative Agent has filed a UCC-1 financing statement in the applicable real property records perfecting its Lien in any Aggregates constituting as-extracted collateral that are mined or extracted from such real estate. (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in Within 60 days following the UCC) Closing Date, the Borrower shall, and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; shall cause each Subsidiary to, (i) use commercially reasonable efforts to provide the Administrative Agent with each certificate of title evidencing Rolling Stock then constituting Collateral and a mortgage or security agreement describing all Investment Propertylocomotives and railcars then constituting Collateral, including without limitation all equity interests now owned in form and substance satisfactory to the Administrative Agent, for filing with the Surface Transportation Board of the U.S. Department of Transportation, and (ii) agree with the Administrative Agent as to which items of such Rolling Stock evidenced by a certificate of title shall have the Administrative Agent’s Lien noted on the certificates of title therefor in order to provide the Administrative Agent with perfected Liens on such Rolling Stock with significant NOLV while excluding such Rolling Stock with de minimis value. Following the receipt of such mortgage or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitationsecurity agreement, the balance Administrative Agent shall file the same with the Surface Transportation Board of the U.S. Department of Transportation, and following receipt of such certificates of title and the completion of such agreement with the Borrower as to which of such certificates shall have the Administrative Agent’s Lien noted thereon, the Administrative Agent shall arrange for such notations and otherwise perfect such Lien. As the Borrower and its Subsidiaries from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarksacquire additional locomotive and railcars, Patents and Copyrights; (m) all books and records pertaining they shall give prompt notice thereof to the other Collateral; and Administrative Agent and shall provide to the Administrative Agent additional mortgages and security agreements (nor amendments or supplements to previous mortgages and security agreements) all other tangible describing such additional locomotives and intangible property of such Debtor, including, without limitation, all interests railcars and in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions form and replacements of and substance satisfactory to any the Administrative Agent for filing with the Surface Transportation Board of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.U.S.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the The Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, Rate Management Obligations and Banking Services Obligations, shall be secured by (a) valid, perfected, and enforceable Liens on all right, title, and interest of each of the balance from time to time Credit Parties and each Subsidiary in all bank accounts maintained capital stock and other Equity Interests held by such Debtor; Person in each of its Subsidiaries, whether now owned or hereafter formed or acquired, and all Proceeds thereof, and (kb) valid, perfected, first priority and enforceable Liens on all Commercial Tort Claims specified on Schedule VII; (l) right, title, and interest of each of the Credit Parties and each Subsidiary in all Trademarkspersonal property, Patents fixtures, and Copyrights; (m) real estate, whether now owned or hereafter acquired or arising, and all books Proceeds thereof, in each case subject to Permitted Liens. Holdings will cause 100% of the issued and records pertaining outstanding Equity Interests of each of direct and indirect Subsidiary of Holdings to be subject at all times to a first priority, perfected Lien and pledge in favor of Agent pursuant to the other Collateral; and (n) all other tangible terms and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses conditions of this Section 3 (includingAgreement, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), the applicable Collateral Documents or other rights to payments not otherwise included in security documents as Agent shall reasonably request. Notwithstanding the foregoing, the Lien of Agent shall not extend to and Collateral (or any asset or property comprising the Collateral) shall not include the following Property (all booksof the following being the “Excluded Assets”): (i) other than Accounts, correspondenceany lease, fileslicense, recordspermit or agreement to which any Credit Party is a party to the extent, invoices but only to the extent, that such a grant would, under the terms of such lease, license, permit or agreement, result in a breach of the terms of, invalidate, or constitute a default under, such lease, license, permit or agreement or to the extent any requirement of law prohibits the grant of a Lien thereon; (ii) any “intent to use” applications for Trademarks for which a statement of use has not been filed and accepted with the United States Patent and Trademark Office; (iii) those assets as to which Agent determines in its Permitted Discretion the cost of obtaining a Lien therein in favor of Agent or the perfection thereof are excessive in relation to the benefit to the Lenders afforded by such Lien, (iv) equipment owned by a Credit Party that is subject to a purchase money lien or Capitalized Lease permitted hereunder, (v) any other papersIntellectual Property if, including without limitation all tapesafter giving effect to Sections 9-406, cards9-407, computer runs9-408 or 9-409 of the UCC, computer programs, computer files and other papers, documents and records the grant of a Lien or a security interest in such Intellectual Property would result in the possession cancellation or under the control voiding of such DebtorIntellectual Property. Furthermore, any computer bureau the Lien of Agent need not be perfected, until otherwise required by the Agent or service company from time the Required Lenders, on vehicles which are subject to time acting for such Debtor. Notwithstanding anything to a certificate of title law (collectively, the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any “Excluded AssetsVehicles”).

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Debtor the Company hereby pledges pledges, grants, assigns, hypothecates and grants transfers to the Secured Party Agent on behalf of the Purchasers as hereinafter provided, a Lien on and security interest in and to Lien upon all of such Debtorthe Company’s right, title and interest in the following properties in, to and under all personal property and other assets of such Debtorthe Company, whether now owned by such Debtor or hereafter acquired and by or arising in favor of the Company, whether now existing or hereafter coming into existence existence, whether owned or consigned by or to the Company, or leased from or to the Company and regardless of wherever located located, except for the Excluded Collateral (all being collectively referred to herein as “Collateral”):) including: a. the Company’s direct or indirect ownership interest in the respective shares of capital stock of the Issuers and all other shares of capital stock of whatever class of the Issuers, now or hereafter owned by the Company, together with in each case the certificates evidencing the same (acollectively, the “Pledged Stock”); b. all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; c. without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Purchase Agreement or the Notes, in the event of any consolidation or merger in which any Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is the Company itself) all Instrumentsformed by or resulting from such consolidation or merger (the Pledged Stock, together with all payments thereon other certificates, shares, securities, properties or thereunder: moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) all Accounts; above and this clause (c) all Inventorybeing herein collectively called the “Stock Collateral”); d. all accounts and general intangibles (deach as defined in the Uniform Commercial Code) of the Company constituting any right to the payment of money, including (but not limited to) all General Intangibles moneys due and to become due to the Company in respect of any loans or advances for the purchase price of Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the Company under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Company and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively “Accounts”); e. all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Company evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment intangibles of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called “Instruments”); f. all inventory (as defined in the UCCUniform Commercial Code) of the Company and Softwareall goods obtained by the Company in exchange for such inventory (herein collectively called “Inventory”); g. all Intellectual Property of the Company and all other accounts or general intangibles of the Company not constituting Intellectual Property or Accounts; h. all equipment (eas defined in the Uniform Commercial Code) all of the Company (herein collectively called “Equipment”); i. each contract and other agreement of the Company relating to the sale or other disposition of Inventory or Equipment; j. all documents of title (fas defined in the Uniform Commercial Code) all or other receipts of the Company covering, evidencing or representing Inventory or Equipment (herein collectively called “Documents”); (g) k. all Contracts; (h) all Goods; (i) all Investment Propertyrights, including without limitation all equity interests now owned claims and benefits of the Company against any Person arising out of, relating to or hereafter acquired in connection with Inventory or Equipment purchased by such Debtor; (j) all Deposit Accountsthe Company, including, without limitation, the balance from time to time in all bank accounts maintained by any such Debtorrights, claims or benefits against any Person storing or transporting such Inventory or Equipment; l. all estates of the Company in land together with all improvements and other structures now or hereafter situated thereon, together with all rights, privileges, tenements, hereditaments, appurtenances, easements, including, but not limited to, rights and easements for access and egress and utility connections, and other rights now or hereafter appurtenant thereto (k) all Commercial Tort Claims specified on Schedule VII“Real Estate”); m. in addition to, and without in any way limiting any of the foregoing, any and all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, financial assets, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters-of-credit and money of the Company (l) as all Trademarks, Patents and Copyrights; (m) all books and records pertaining to such terms are defined in the other CollateralUniform Commercial Code); and (n) n. all other tangible and or intangible property of such Debtorthe Company, including, without limitation, all interests in real propertyproceeds, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions products and replacements accessions of and to any of the property of such Debtor the Company described in the preceding clauses of (a) through (m) above in this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights and, to payments not otherwise included the extent related to any property described in the foregoingsaid clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files runs and other papers, papers and documents and records in the possession or under the control of such Debtor, the Company or any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsCompany.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) The Company will cause the Collateral to constitute at all Instrumentstimes 100% of the total number of shares of each class of Capital Stock of each Issuer then outstanding and 100% of all Intercompany Notes issued to the Company at any time whatsoever (provided, together with all payments thereon that, in addition to the pledge of non-Voting Stock of an Issuer, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America, or thereunder:on any Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder). (b) So long as no Event of Default shall have occurred and be continuing, the Company shall have the right to exercise all Accounts;voting, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other instrument or agreement referred to herein or therein, provided that the Company agrees that it will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Company or cause to be executed and delivered to the Company all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company may reasonably request for the purpose of enabling the Company to exercise the rights and powers that it is entitled to exercise pursuant to this Section 5.4(b). (c) all Inventory;The Company shall be entitled to receive and retain any dividends on the Collateral paid in cash out of earned surplus unless and until an Event of Default has occurred and is continuing. The Company shall be entitled to receive any dividends on the Collateral paid in cash to the extent necessary to fund Restricted Payments permitted pursuant to the penultimate paragraph of Section 9.15 of the Credit Agreement (“Permitted Distributions”), whether or not an Event of Default has occurred and is continuing. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent, the Canadian Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other agreement relating to such Secured Obligation, all General Intangibles dividends and other distributions on the Collateral (including payment intangibles (as defined other than Permitted Distributions) shall be paid directly to the Administrative Agent and retained by it in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment PropertyCollateral Account as part of the Collateral subject to the terms of this Agreement, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accountsand, including, without limitationif the Administrative Agent shall so request in writing, the balance from time Company agrees to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents execute and Copyrights; (m) all books and records pertaining deliver to the Administrative Agent appropriate additional dividend, distribution and other Collateral; and (n) all other tangible orders and intangible property documents to that end, provided that if such Event of Default is cured, any such Debtordividend or distribution theretofore paid to the Administrative Agent shall, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any upon request of the property of such Debtor described in Company (except to the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating theretoextent theretofore applied to the Secured Obligations), other rights to payments not otherwise included in be returned by the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything Administrative Agent to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsCompany.

Collateral. (a) As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Debtor Grantor hereby pledges and grants to the Secured Party (for the ratable benefit of the Holders) a Lien on and security interest in and to all of such DebtorGrantor’s right, title and interest in the following properties and assets of such DebtorGrantor, whether now owned by such Debtor Grantor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (ai) all Instruments, together with all payments thereon or thereunder:, and Letter-of-Credit Rights; (bii) all Accounts; (c; iii) all Inventory; (div) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (ev) all Equipment; (fvi) all Documents; (gvii) all Contracts; (hviii) all Goods; (iix) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (jx) all Deposit Accounts, including, without limitation, Accounts and the balance from time to time in all bank accounts maintained by such DebtorGrantor; (kxi) all Commercial Tort Claims specified on Schedule VIIVIII; (lxii) all Trademarks, Patents and CopyrightsIntellectual Property; (mxiii) all books Chattel Paper, all amounts payable thereunder, all rights and records pertaining remedies of such Grantor thereunder including but limited to the other right to amend, grant waivers and declare defaults, any and all accounts evidenced thereby, any guarantee thereof, and all collections and monies due or to become due or received by any Person in payment of any of the foregoing; xiv) all Receivables and Receivable Records; xv) all Insurance; xvi) all Pledged Collateral; xvii) to the extent not otherwise included above, all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and (nxviii) all other tangible and intangible property of such DebtorGrantor, including, without limitation, all fee interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor Grantor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such DebtorGrantor, any computer bureau or service company from time to time acting for such DebtorGrantor. Notwithstanding anything to the contrary contained herein in this Agreement, this Agreement shall not constitute a grant of a security interest in, and the term “Collateral” shall be deemed to exclude, all of the following property (the “Excluded Collateral”): (A) any intent-to-use trademark applications filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. §1051, to the extent that, and solely during the period in which, the grant of a security interest therein would otherwise invalidate any Grantor’s right, title or interest therein, (B) any property owned by a Grantor that is subject to a purchase money Lien or a “capital lease” in accordance with GAAP permitted hereunder or under the Note Documents if the contractual obligation pursuant to which such Lien is granted (or the document providing for such capital lease) prohibits the creation of a Lien thereon or expressly requires the consent of any Transaction Documentperson other than a Grantor, unless such consent has been obtained or such prohibitions otherwise cease to exist, in no event which case such Collateral shall automatically become subject to the security interest granted hereunder, (C) any General Intangibles or other rights, in each case arising under any contracts, instruments, licenses or other documents as to which the grant of a security interest would violate or invalidate any such contract, instrument, license or other document or give any other party to such contract, instrument, license or other document the right to terminate its obligations thereunder, (D) any asset, the granting of a security interest in which would be void or illegal under any applicable governmental law, rule or regulation, or pursuant thereto would result in, or permit the termination of, such asset, provided, that the property described in clauses (C) and (D) above shall only be excluded from the term “Collateral” to the extent the conditions stated therein are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or any other Applicable Law, and (E) the Excluded Accounts. Notwithstanding the foregoing, all Proceeds of the property described in clauses (A) through (E) above shall constitute Collateral and shall be included within the property and assets over which a security interest is granted pursuant to this Agreement, unless such Proceeds would independently constitute Excluded Collateral. (b) The security interest granted under this Section does not constitute and is not intended to result in a creation or an assumption by the Secured Party of any obligation of any Grantor or any other Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (i) the exercise by the Secured Party of any of its rights in the Collateral shall not release any Grantor from any of its duties or therein attach obligations in respect of the Collateral other than any duties and obligations arising with respect to Collateral after such Grantor has been dispossessed of such Collateral by the Secured Party (or its assignee), which, by their nature, may not be satisfied without possession of such Collateral and (ii) the Secured Party shall not have any Excluded Assetsobligations or liability in respect of the Collateral by reason of this Agreement, nor shall the Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the its Secured Obligations, each Debtor Obligor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Party Parties as hereinafter provided a Lien on and security interest in and to all of such DebtorObligor’s right, title and interest in in, to and under all of the following properties property and assets of such Debtorassets, in each case whether tangible or intangible, wherever located, and whether now owned by such Debtor Obligor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all of the property described in this Section 4 being collectively referred to herein as “Collateral”): (a) all InstrumentsAccounts, together all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles (including all Intellectual Property), all Instruments (including all Promissory Notes), all Portfolio Investments, all Pledged Debt, all Pledged Equity Interests, all Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all payments thereon or thereunder:Commodity Accounts and Commodity Contracts), all letters of credit and Letter-of-Credit Rights, all Money and all Goods (including Inventory and Equipment), and all Commercial Tort Claims; (b) to the extent related to any Collateral, all AccountsSupporting Obligations; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and extent related to any of the property of such Debtor described in the preceding clauses of this Section 3 (includingCollateral, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, credit files, records, invoices and other papers, papers (including without limitation all tapes, cards, computer runs, computer programs, computer files runs and other papers, papers and documents and records in the possession or under the control of such Debtor, Obligor or any computer bureau or service company from time to time acting for such DebtorObligor); and (d) all Proceeds of any of the foregoing Collateral. Notwithstanding anything to the contrary contained herein or in any Transaction DocumentIT BEING UNDERSTOOD, HOWEVER, that (A) in no event shall the security interest granted herein or therein under this Section 4 attach to (A1) any contract, property rights, obligation, instrument or agreement to which an Obligor is a party (or to any of its rights or interests thereunder) if the grant of such security interest would constitute or result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such contract, property rights, obligation, instrument or agreement (other than to the extent that any such terms would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction) or (B) any Excluded Assets, and notwithstanding anything to the contrary provided in this Agreement, the term “Collateral” shall not include, and the Obligors shall not be deemed to have granted a security interest in, any Excluded Assets. and (B) the Obligors, may by notice to the Collateral Agent, exclude from the grant of a security interest provided above in this Section 4, any Special Equity Interest designated by the Borrower in reasonable detail to the Collateral Agent in such notice (it being understood that the Borrower may at any later time rescind any such designation by similar notice to the Collateral Agent).

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) The Collateral consists of the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest following: 2.1 Sixty-five percent (65%) in the following properties aggregate of the shares of common stock of the Company, all such stock owned beneficially and assets of such Debtorrecord by Pledgor and listed on Schedule I attached hereto and made a part hereof, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence all cash, dividends, other securities, instruments, rights and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) other property at any time and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time received or receivable in respect thereof or in exchange for all bank accounts maintained by or any part thereof, including without limitation, stock dividends, warrants, rights to subscribe, conversion rights, liquidating dividends and other stock rights, and in the event Pledgor receives any of the foregoing, Pledgor acknowledges that the same shall be received IN TRUST for Pledgee and agrees immediately to deliver the same to Pledgee in original form of receipt, together with any stock or bond powers, assignments, endorsements or other documents or instruments as Pledgee may reasonably request to establish, protect or perfect Pledgee's interest in respect of such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) 2.2 Subject to the terms of Section 7.1.2 hereof, all other tangible and intangible property hereafter delivered to Pledgee (or any agent or bailee holding on behalf of such Debtor, including, without limitation, all interests Pledgee) by Pledgor in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rightscash, claims and benefits against any Person relating thereto)dividends, other securities, instruments, rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files property at any time and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein received or receivable in respect thereof or in exchange for all or any Transaction Documentpart thereof, including without limitation, stock dividends, warrants, rights to subscribe, conversion rights, liquidating dividends and other stock rights, and in no the event Pledgor receives any of the foregoing, Pledgor acknowledges that the same shall be received IN TRUST for Pledgee and agrees immediately to deliver the security same to Pledgee in original form of receipt, together with any stock or bond powers, assignments, endorsements or other documents or instruments as Pledgee may request to establish, protect or perfect Pledgee's interest granted herein or therein attach to any Excluded Assetsin respect of such Collateral; and 2.3 All proceeds of all of the foregoing.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Debtor Obligor hereby pledges pledges, assigns, hypothecates and transfers to the Collateral Agent for the equal and ratable benefit of the Secured Parties, and grants to the Collateral Agent for the equal and ratable benefit of the Secured Party Parties a Lien on and security interest in and to in, all of such Debtor’s Obligor's right, title and interest in the following properties and assets of such Debtorproperty, whether now owned by such Debtor Obligor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “"Collateral”"): (a) all Instruments, together with all payments thereon shares of capital stock or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accountsother evidence of beneficial interest of whatever class of any corporation, including, without limitation, the balance from time to time shares of capital stock of each corporation identified in all bank accounts maintained Annex 1, now or hereafter owned by such DebtorObligor, in each case together with the certificates evidencing the same, but in the case of a Foreign Subsidiary only to the extent set forth in Section 4.04(a)(i) (collectively, the "Pledged Stock"); (kb) all Commercial Tort Claims specified on Schedule VII; (l) membership or other ownership interests of such Obligor in any limited liability company, all Trademarkslimited partnership interests in any limited partnership, Patents all general partnership interests in any general partnership, all joint venture interests in any joint venture and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property equity or ownership interests of any Person of whatever kind or nature, including, without limitation, the membership interests of the limited liability companies identified in Annex 1, now or hereafter owned by such DebtorObligor, in each case together with the certificates (if any) evidencing the same, including, without limitation, all of the right, title and interest of such Obligor as a member, partner or other equity holder in, to and under any agreement or other instrument organizing or forming such entity, as said agreement or instrument may be amended, supplemented or modified and in effect from time to time, and (i) all rights of such Obligor to receive moneys due but unpaid and to become due under or pursuant to such agreement or instrument, (ii) all rights of such Obligor to participate in the operation or management of such entity and to take actions or consent to actions in accordance with the provisions of such agreement or instrument, (iii) all rights of such Obligor to property of such entity, (iv) all rights of such Obligor to receive proceeds of any insurance, bond, indemnity, warranty or guaranty with respect to such agreement or instrument, (v) all claims of such Obligor for damages arising out of or for breach of or default under such agreement or instrument and (vi) all rights of such Obligor to terminate, amend, supplement, modify or waive performance under such agreement or instrument, to perform thereunder and to compel performance and otherwise to exercise all remedies thereunder, but in the case of a Foreign Subsidiary only to the extent set forth in Section 4.04(a)(i) (collectively, the "Pledged Interests"), and any right, title and interest of the Company in, to and under the Company LLC Agreement; (c) all shares, interests, securities, moneys or other property representing a dividend on any of the Pledged Stock or the Pledged Interests, or representing a distribution or return of capital upon or in respect of the Pledged Stock or the Pledged Security Agreement Interests, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or the Pledged Interests or otherwise received in exchange therefor, and all options, warrants and similar rights issued to the holders of, or otherwise in respect of, the Pledged Stock or the Pledged Interests; (d) without affecting the obligations of such Obligor under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger of a Subsidiary in which one of the Obligors is not the surviving entity, all ownership interests in real propertyof whatever class owned by such Obligor of the successor entity formed by or resulting from such consolidation or merger (the Pledged Stock and the Pledged Interests, Proceedstogether with all shares, tort claimsinterests, productssecurities, accessionsmoneys or property as may from time to time be pledged hereunder pursuant to clause (a), rents(b) or (c) above and this clause (d) being herein, profits, income, benefits, substitutions, additions and replacements the proceeds of and to any of such property and, to the extent related to any such property of or such Debtor described in the preceding clauses of this Section 3 (includingproceeds, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, credit files, records, invoices and other papers, collectively called the "Pledged Collateral"); (e) all contracts and agreements to which such Obligor is a party and other similar consensual obligations owed to such Obligor including, without limitation, the following: (i) the Space System Contract; (ii) the O&M Contract; (iii) the Terrestrial Network Development Contract; (iv) each Gateway Authorization Agreement; (v) the IBSS Agreement; and (vi) the Management Services Agreement. (said contracts, agreements and obligations, as so amended, supplemented renewed or modified, including any such replacement or substitution contracts, agreements and obligations, being, individually, an "Assigned Agreement", and, collectively, the "Assigned Agreements"), including, without limitation, (1) all rights of such Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (2) all rights to receive property, assets, services or other performance thereunder, (3) all rights of such Obligor to receive return of any premiums for or proceeds of any insurance, Security Agreement payment and/or performance bond, indemnity, warranty or guaranty with respect to the Assigned Agreements or to receive condemnation proceeds thereof, (4) all claims of such Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (5) all rights of such Obligor to terminate, amend, supplement, modify or waive performance under the Assigned Agreements, to perform thereunder and to compel performance and otherwise to exercise all remedies thereunder, in each case as such contract, agreement and obligation may be amended, supplemented, renewed or otherwise modified, including, without limitation, any agreement, contract or document replacing or substituting for such contract, agreement or obligation from time to time; (f) all Government Approvals (including, without limitation, the FCC License) now or hereafter held in the name, or for the benefit, of the Company or any of its Subsidiaries, provided that any such Government Approval which by its terms or by operation of law would become void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder or if a security interest therein was granted hereunder are expressly excepted and excluded from the Lien and terms of this Agreement to the extent necessary so as to avoid such voidness, avoidability, terminability or revocability, but such security interest does include, to the maximum extent permitted by law, all rights of such Obligor incident or appurtenant to such Government Approval and the right of such Obligor to receive all proceeds derived from or in connection with the sale, assignment or transfer of such Government Approval; (g) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of such Obligor constituting any right of such Obligor to the payment of money, including, without limitation, all moneys due and to become due to such Obligor under or in respect of the Assigned Agreements, Government Approvals, franchises, licenses, permits, subscriptions or other agreements or at law or in equity (whether or not earned by performance and whether arising directly or indirectly and including claims for reimbursement, contribution, indemnity and subrogation), rights of such Obligor to receive payments from any other source but excluding the Pledged Collateral, and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); (h) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of such Obligor evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called "Instruments"); (i) all other accounts or general intangibles of such Obligor not constituting Accounts to the extent not otherwise specifically excluded in this Article III; (j) all equipment (as such term is defined in the Uniform Commercial Code) of such Obligor including, without limitation, all machinery, apparatus, installation facilities, satellites and other tangible personal property of such Obligor of any nature whatsoever, wherever located, and whether on earth or in orbit (herein collectively called "Equipment"); (k) all automobiles, trucks, tractors, trailers and other rolling stock or moveable personal property, including, without limitation, rolling stock for which the title thereto is evidenced by a certificate of title issued by the United States of America or any State thereof which permits or requires a Lien thereon to be evidenced upon such title (herein collectively called "Rolling Stock"); (l) all inventory (as such term is defined in the Uniform Commercial Code) in all of its forms, wherever located (including, without limitation: (i) spare parts inventory, consumable supplies inventory and maintenance materials inventory and raw materials and work in progress therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof, (ii) goods in which such Obligor has an interest in mass or a joint or other interest or right of any kind and (iii) goods which are returned to or repossessed by such Obligor), and all accessions thereto and products thereof and documentation therefor (herein collectively called "Inventory"); (m) all rights, claims and benefits of such Obligor against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by such Obligor, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; (n) all documents of title (as defined in the Uniform Commercial Code) or other receipts of such Obligor covering, evidencing or representing Inventory or Equipment (herein collectively called "Documents"); (o) all copyrights, copyright registrations and applications for copyright registrations, including, without limitation, all renewals and extensions thereof, the right to recover for all past, present and future infringements thereof, and all other rights of any kind whatsoever accruing thereunder or pertaining thereto (herein collectively called "Copyrights"); (p) all patents and patent applications, including, without limitation, the inventions and improvements described and claimed therein together with the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, all income, royalties, damages and payments now or hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for all past, present and future infringements thereof, the right to sue ▇▇▇ past, present and future infringements thereof, and all rights corresponding thereto throughout the world (herein collectively called "Patents"); (q) all trade names, trademarks and service marks, logos, trademark and service mark ▇▇▇istrations, and applications for trademark and service mark ▇▇▇istrations (including, without limitation, all renewals of trademark and service mark ▇▇▇istrations, and all rights corresponding thereto throughout the world, but excluding any such registration that would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the Collateral), the right to recover for all past, present and future infringements thereof, all other rights of any kind whatsoever accruing thereunder or pertaining thereto, together, in each case, with the product lines and goodwill of the business connected with the use of, and symbolized by, each such trade name, trademark and service mark (▇▇rein collectively called "Trademarks"); (r) all inventions, processes, production methods, proprietary information, know-how and trade secrets used in or relating to the Project, and all licenses or user or other agreements granted to such Obligor with respect to any of the foregoing in each case whether now or hereafter owned or used including, without limitation, the material licenses or other agreements with respect to any of the Copyright Collateral, Patent Collateral or Trademark Collateral listed in Annex 5; (s) all causes of action, claims and warranties now or hereafter owned or acquired by such Obligor in respect of any of the items listed in subsection (r) or (t) of this Article III or any of the Copyright Collateral, Patent Collateral or Trademark Collateral; (t) all information, customer lists, identification of suppliers, data, plans, blueprints, designs, models, recorded knowledge, surveys, architectural, structural, mechanical and engineering plans and specifications, studies, reports and drawings, test reports, manuals, material standards, processing standards, performance standards, catalogs, computer and automatic machinery software and programs, all accounting information and all media in which or on which any information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or Security Agreement printout of such information, knowledge, records or data, prepared by or on behalf of such Obligor for the Development of the Project or any part thereof; (u) the Project Accounts (as such term is defined in the Depositary Agreement), and all balances in each thereof and all instruments, certificates and notes in respect of Permitted Investments of such balances held or maintained from time to time in each thereof; (v) all other general or special deposit accounts, including any demand, time, savings, passbook or similar account maintained by such Obligor with any bank, trust company, savings and loan association, credit union or similar organization, and all money, cash, securities and other properties of such Obligor deposited in any such account; (w) all leases of personal property, whether such Obligor is the lessor or the lessee thereunder, excluding leases of automobiles, fax machines, copiers, typewriters and similar office equipment, but specifically including (except as specifically excluded above in this clause (w) and regardless of whether such items would constitute office equipment) computers, computer peripherals, telephone equipment, telephone switches, and all other types of communications equipment; (x) all insurance policies (except, in the case of any insurance policy not required to be maintained under Section 8.01 of the Credit Agreement, to the extent the transfer or assignment of such insurance policy would render such insurance policy void), whether owned by or payable to such Obligor, insuring against any risks whatsoever (including, without limitation, casualty, property damage, liability and death), including, without limitation, all such policies required to be maintained under Section 8.01 of the Credit Agreement with respect to any in-orbit satellite or other property of such Obligor, all loss proceeds and other amounts payable to such Obligor thereunder, any indemnity, warranty or guaranty in respect of the property insured thereby, and all eminent domain or similar proceeds or awards with respect thereto and all other rights of such Obligor with respect thereto; (y) to the extent the same constitutes personal property, the Hawaiian TTAC License; (z) all other tangible and intangible personal property and fixtures of such Obligor (except to the extent expressly excluded above); (aa) all books, correspondence, credit files, records, invoices, ledgers and other papers of every kind and nature, including without limitation all tapes, cards, computer runs, computer programs, computer files runs and other papers, papers and documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.t

Collateral. The parties hereto intend that this Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the Lenders to the Borrower under Applicable Law. As collateral security for the prompt prompt, complete and indefeasible payment and performance in full when due (due, whether at stated maturityby lapse of time, by acceleration or otherwise) , of the Obligations, each Debtor the Borrower hereby pledges and grants to the Administrative Agent, as agent for the Secured Party Parties, a Lien lien on and security interest in and to all of such Debtorthe Borrower’s right, title and interest in in, to and under the following properties and assets of such Debtorfollowing, whether now owned by such Debtor or hereafter acquired and whether now existing or owned or hereafter coming into existence and wherever located arising or acquired by the Borrower (all being collectively referred to herein as collectively, the “Collateral”): ): the Receivables and the related Contracts, (aincluding the right to service the Receivables in connection therewith), and any accounts or obligations evidenced thereby, any guarantee thereof, all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Receivables) or to become due or received by any Person in payment of any of the foregoing on or after the related Cutoff Date; the 2021-1C SUBI, the 2021-1C SUBI Certificate and any related rights, authority, powers and privileges of the holder and the beneficiary thereof under the related Trust Documents, including a beneficial interest in the North Carolina Receivables from time to time allocated to the 2021-1C SUBI, including all Instrumentsmonies due and to become due with respect thereto and all proceeds thereof, together with and all payments thereon and distributions thereunder of whatever kind or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined character and whether in cash or other property, at any time made or distributable to the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment PropertyBorrower thereunder or in respect thereof, including without limitation all equity interests now owned whether due or hereafter acquired by such Debtor; (j) all Deposit Accountsto become due, including, without limitation, the balance from time immediate and continuing right of the Borrower to time in receive and collect all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining amounts payable to the other Collateral; and holder thereof, and all of the Borrower’s rights, remedies, powers, interests and privileges under the Trust Documents (n) all other tangible and intangible property of such Debtorwhether arising pursuant to the terms thereof or otherwise available to Borrower), including, without limitation, the right to enforce the Trust Documents, to give or withhold any and all interests in real propertyconsents, Proceedsrequests, tort claimsnotices, productsdirections, accessions, rents, profits, income, benefits, substitutions, additions approvals or waivers thereunder and replacements of all amounts due and to any of the property of such Debtor described in the preceding clauses of this Section 3 (includingbecome due thereunder, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession whether payable as indemnities or under the control of such Debtor, any computer bureau or service company from time to time acting damages for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.breach thereof;

Collateral. As collateral security (a) For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor (other than a Limited Grantor), or in which a Grantor (other than a Limited Grantor) now has or at any time in the future may acquire any right, title or interests, subject to Section 3.3, is collectively referred to as the “SPV Collateral”: (i) all accounts, chattel paper, deposit accounts, documents (as defined in the UCC), equipment, general intangibles, instruments, inventory, investment property and any supporting obligations related thereto; (ii) the commercial tort claims described on Schedule 1 and on any supplement thereto received by the Administrative Agent pursuant to Section 5.9; (iii) all books, records and other documentation pertaining to the other property described in this Section 3.1(a); (iv) all property of such Grantor held by any Secured Party, including all property of every description, in the custody of or in transit to such Secured Party for any purpose, including safekeeping, collection or pledge, for the prompt payment in full when due account of such Grantor or as to which such Grantor may have any right or power, including but not limited to cash; (v) all other goods (including but not limited to fixtures) and personal property of such Grantor, whether at stated maturitytangible or intangible and wherever located; and (vi) to the extent not otherwise included, by acceleration or otherwise) all proceeds of the Obligationsforegoing; (b) For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Limited Grantor, or in which a Limited Grantor now has or at any time in the future may acquire any right, title or interests, subject to Section 3.3, is collectively referred to as the “Limited Collateral” and, together with the SPV Collateral, the “Collateral”: (i) all Pledged Stock in each Debtor hereby pledges Pledged Entity; (ii) all rights, interests and grants claims with respect to the Secured Party a Lien on Pledged Stock in each Pledged Entity, including under any and security interest all Pledged Collateral Agreement with respect to such Pledged Entity; (iii) in and to the case of CPM, all of such Debtor’s right, title and interest in and to (A) the following properties “Monthly Servicing Fee” under and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC2005-1 Pooling and Servicing Agreement and (B) the “Monthly Servicing Fee” under and Softwareas defined in the 2007-1 Pooling and Servicing Agreement; (iv) in the case of CPM, all rights under the Mortgage Sale, Contribution and Servicing Agreement, including all rights to payment thereunder; (v) all books, records and other documentation pertaining to the other property described in this Section 3.1(b); (evi) to the extent not otherwise included, all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now proceeds of the foregoing; in each case whether presently existing or owned or hereafter arising or acquired by such Debtor; (j) all Deposit Accountsand wherever located; provided, includinghowever, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other that “Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments ” shall not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to include any Excluded AssetsProperty.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the its Secured Obligations, each Debtor Obligor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Party Parties as hereinafter provided a Lien on and security interest in and to all of such DebtorObligor’s right, title and interest in in, to and under all of the following properties property and assets of such Debtorassets, in each case whether tangible or intangible, wherever located, and whether now owned by such Debtor Obligor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all of the property described in this Section 4 being collectively referred to herein as “Collateral”): (a) all InstrumentsAccounts, together all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles (including all Intellectual Property), all Instruments (including all Promissory Notes), all Portfolio Investments, all Pledged Debt, all Pledged Equity Interests, all Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all payments thereon or thereunder:Commodity Accounts and Commodity Contracts), all letters of credit and Letter-of-Credit Rights, all Money and all Goods (including Inventory and Equipment), and all Commercial Tort Claims; (b) to the extent related to any Collateral, all AccountsSupporting Obligations; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and extent related to any of the property of such Debtor described in the preceding clauses of this Section 3 (includingCollateral, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, credit files, records, invoices and other papers, papers (including without limitation all tapes, cards, computer runs, computer programs, computer files runs and other papers, papers and documents and records in the possession or under the control of such Debtor, Obligor or any computer bureau or service company from time to time acting for such DebtorObligor); and (d) all Proceeds of any of the foregoing Collateral. Notwithstanding anything to the contrary contained herein or in any Transaction DocumentIT BEING UNDERSTOOD, HOWEVER, that (x) in no event shall the security interest granted herein or therein under this Section 4 attach to (1) any contract, property rights, obligation, instrument or agreement to which an Obligor is a party (or to any of its rights or interests thereunder) if the grant of such security interest would constitute or result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such contract, property rights, obligation, instrument or agreement (other than to the extent that any such terms would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), or (2) any Excluded Assets, and notwithstanding anything to the contrary provided in this Agreement, the term “Collateral” shall not include, and the Obligors shall not be deemed to have granted a security interest in, any Excluded Assets and (y) the Obligors, may by notice to the Collateral Agent, exclude from the grant of a security interest provided above in this Section 4, any Special Equity Interests designated by the Borrower in reasonable detail to the Collateral Agent in such notice (it being understood that the Borrower may at any later time rescind any such designation by similar notice to the Collateral Agent).

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and The Pledgor grants to the Secured Party Pledgee a Lien on continuing, specific and fixed assignment, transfer, mortgage, charge and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor(hereinafter collectively, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “the "Collateral”"): (a) all Instruments, together with all payments thereon All of the Shares of common stock of JRS issued or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined registered in the UCC) name of the Pledgor, owned beneficially and Software); (e) of record by the Pledgor and made a part hereof, and all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Propertycash, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accountsbonds, includingdividends, without limitationother securities, the balance instruments, rights and other property at any time and from time to time received or receivable in respect thereof or in exchange for all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarksor any part thereof, Patents including without limitation, dividends, warrants, rights to subscribe, conversion rights, liquidating dividends and Copyrights; (m) all books other share rights, and records pertaining in the event the Pledgor receives any of the foregoing, the Pledgor acknowledges that the same shall be received IN TRUST for the Pledgee and agrees immediately to deliver the same to the Pledgee in original form of receipt, together with any powers of attorney, assignments, endorsements or other documents or instruments as the Pledgee may reasonably request to establish, protect or perfect the Pledgee's interest in respect of such Collateral; and (nb) Subject to section 8.1(b), all other tangible and intangible property hereafter delivered to the Pledgee (or any agent or bailee holding on behalf of such Debtor, including, without limitation, all interests the Pledgee) by the Pledgor in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rightscash, claims and benefits against any Person relating thereto)dividends, other securities, instruments, rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files property at any time and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting received or receivable in respect thereof or in exchange for such Debtor. Notwithstanding anything all or any part thereof, including without limitation, subject to section 8.1(b), dividends, warrants, rights to subscribe, conversion rights, liquidating dividends and other share rights, and in the event the Pledgor receives any of the foregoing, the Pledgor acknowledges that the same shall be received IN TRUST for the Pledgee and agrees immediately to deliver the same to the contrary contained herein Pledgee in original form of receipt, together with any powers of attorney, assignments, endorsements or other documents or instruments as the Pledgee may request to establish, protect or perfect the Pledgee's interest in any Transaction Document, in no event shall respect of such Collateral; and (c) All proceeds of all of the security interest granted herein or therein attach to any Excluded Assetsforegoing.

Collateral. (a) As collateral security for all indebtedness and other obligations of Borrower to Bank subject hereto under the prompt payment in full when due Loan Documents (whether at stated maturityas herein defined), by acceleration or otherwise) of the Obligations, each Debtor Borrower hereby pledges and grants to the Secured Party a Lien on Bank security interests of first priority in all Borrower’s accounts receivable and security interest in and other rights to all of such Debtor’s rightpayment, title and interest general intangibles, inventory located in the following properties United States, equipment and assets fixtures. (i) As security for all indebtedness and other obligations of such DebtorBorrower to Bank subject hereto, whether now owned by such Debtor or hereafter acquired under Term Loan A, Borrower hereby grants to Bank a lien of not less than first priority on that certain real property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ pursuant to the Mortgage and whether now existing or hereafter coming into existence Assignment of Rents and wherever Leases, dated January 8, 2010, as amended and otherwise modified from time to time (the “Elk Grove Mortgage”) and (ii) as security for all indebtedness and other obligations of Borrower to Bank subject hereto, under Term Loan B, Borrower hereby grants to Bank a lien of not less than first priority on that certain real property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ pursuant to the Mortgage and Assignment of Rents and Leases, dated October 24, 2013, as modified from time to time (all being the “Elgin Mortgage” and together with the Elk Grove Mortgage, collectively referred to herein as the “CollateralMortgage”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts;). (c) All of the foregoing shall be evidenced by and subject to the terms of such security agreements, financing statements, deeds or mortgages, and other documents as Bank shall reasonably require, all Inventory;in form and substance satisfactory to Bank. (d) Borrower shall pay to Bank immediately upon demand the full amount of all General Intangibles reasonable out-of-pocket charges, costs and expenses (including payment intangibles (as defined to include reasonable out-of-pocket fees paid to third parties), expended or incurred by Bank in connection with any of the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Propertyforegoing security, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarksfiling and recording fees and costs of appraisals, Patents audits and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assetstitle insurance.

Collateral. As collateral security for the prompt and complete payment in full and performance when due (whether at stated maturityof all the Liabilities and in order to induce the Secured Party to enter into the Credit Agreement and make available the Credit Facilities to the Borrower in accordance with the terms thereof, by acceleration or otherwise) of the ObligationsCorporation hereby pledges, each Debtor hereby pledges hypothecates and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s the Corporation's right, title and interest in in, to and under the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all of which being hereinafter collectively referred to herein as “Collateral”called the "COLLATERAL"): (ai) all Instruments, together with all payments thereon or thereunder: (b) all AccountsContracts; (cii) all Accounts in which the Corporation has any right, title or interest, including, without limitation, (A) all moneys due and to become due under any Contract, (B) any damages arising out of or for breach or default in respect of any such Contract or Account, (C) all other amounts from time to time paid or payable under or in connection with any such Contract or Account, (D) the right of the Corporation to terminate any such Contract or to perform and to exercise all remedies thereunder; (iii) all General Intangibles to the exclusion of the intellectual property including Trademarks, Patents, Patent Licenses and Trademark Licenses without limitation; (iv) all Equipment; (v) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (ivi) all Investment Property; (vii) all other personal property of the Corporation whether tangible or intangible, including without limitation or whether now or hereafter owned by the Corporation and wherever located, including, but not limited to, the balance of every deposit account, now or hereafter existing, of the Corporation with any lenders and all equity interests moneys of the Corporation and all rights to payment of money of the Corporation; and (viii) to the extent not otherwise included, all Proceeds and products of any or all of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include (i) any copyrights, copyright applications, copyright registrations and like protection in each work of authorship and derivative work thereof, whether published or unpublished, now owned or hereafter acquired acquired; any patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, trademarks, servicemarks and applications therefor, whether registered or not, and the goodwill of the business of Corporation connected with and symbolized by such Debtor; (j) all Deposit Accountstrademarks, includingany trade secret rights, without limitationincluding any rights to unpatented inventions, the balance from time to time in all bank accounts maintained know-how, operating manuals, license rights and agreements and confidential information, now owned or hereafter acquired; or any claims for damage by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarksway of any past, Patents present and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property future infringement of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the foregoing; or (ii) any equipment or other property financed by a third party, provided that such third party's liens are liens of such Debtor the type described in subsection (d) of the preceding clauses definition of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), Permitted Liens provided further that such equipment or other rights to payments not property shall be deemed "Collateral" hereunder if such third party's lien is released or otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.terminated

Collateral. As collateral security for the prompt To secure payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of the all Obligations, each Debtor Borrower hereby pledges and grants to the Secured Party Lender and confirms its prior grant to Lender of a Lien on and continuing security interest in, a lien upon, and a right of set off against, and hereby assigns to Lender as security, the following property and interests in and to all property of such Debtor’s right, title and interest in the following properties and assets of such DebtorBorrower, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by or existing, and wherever located (collectively, the "Collateral"): 5.1.1 all of such Debtor; (j) all Deposit Borrower's Accounts, Credit Card Receivables and indebtedness owed to such Borrower, including, without limitation, by the balance from time to time in all bank accounts maintained other Borrowers, or by such Debtorany of the other Subsidiaries, together with any collateral therefor; 5.1.2 all of such Borrower's present and future (ki) all Commercial Tort Claims specified on Schedule VIIcontract rights relating to the sale, lease or other disposition of Inventory and other Collateral, (ii) general intangibles relating to Inventory and other Collateral (including, but not limited to, income tax and duty refunds, registered and unregistered patents, trademarks, service marks, copyrights, trade names, applications for the foregoing, trade secrets, goodwill, processes, drawings, blueprints, customer lists, licenses, whether as licensor or licensee and choses in action and other claims), (iii) chattel paper relating to Inventory and other Collateral, (iv) documents relating to Inventory and other Collateral (including, without limitation, bills of lading, warehouse receipts and cargo receipts), (v) instruments relating to Inventory and other Collateral, (vi) capital stock of each of the other Borrowers and the Obligors, (vii) letters of credit, bankers' acceptances and guaranties relating to Accounts and other Collateral and (viii) indebtedness and obligations owed to such Borrower by any other Borrower, or any Obligor or any other Subsidiary; 5.1.2.1 all present and future monies, securities, credit balances, deposits, deposit accounts and other property of such Borrower now or hereafter held or received by or in transit to Lender or (lexcept to the extent not constituting Collateral or Obligor Collateral) its affiliates or (except to the extent not constituting Collateral or Obligor Collateral) at any other depository or other institution from or for the account of such Borrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all Trademarkspresent and future liens, Patents security interests, rights, remedies, title and Copyrights; (m) all books interest in, to and records pertaining to in respect of such Borrower's Accounts, Inventory and the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, rights of stoppage in real propertytransit, Proceedsreplevin, tort claimsrepossession, productsreclamation and other rights and remedies of an unpaid vendor, accessionslienor or secured party, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor goods described in the preceding clauses of this Section 3 (invoices, documents, contracts, cargo receipts or instruments with respect to, or otherwise representing or evidencing, such Borrower's Accounts, Inventory or other Collateral, including, without limitation, any proceeds of insurance thereonreturned, insurance claims repossessed and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoingreclaimed goods, and all books, correspondence, files, records, invoices deposits by and property of account debtors or other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in persons securing the possession or under the control obligations of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.account debtors;

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the ObligationsSecured Obligations owing by such Obligor, each Debtor Obligor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Party Parties a Lien on and security interest in and to all of such Debtor’s Obligor's right, title and interest in the following properties and assets of such Debtorproperty, whether now owned by such Debtor Obligor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “"Collateral”"): (a) all Instruments, together with all payments thereon or thereunder:Intercompany Notes; (b) all Accountsmoneys due or to become due to the Borrower in respect of the loans evidenced by the Intercompany Notes and all collateral security provided hereunder for the payment of the Intercompany Notes; (c) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of such Obligor constituting any right to the payment of money in respect of any loans or advances or for Inventory, Farm Products or other goods sold or leased or for services rendered, all moneys due and to become due to such Obligor under any guarantee (including a letter of credit) of any such account or general intangible (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); (d) all General Intangibles instruments, chattel paper or letters of credit (including payment intangibles (each as defined in the UCCUniform Commercial Code) of such Obligor evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and Softwaretrade acceptances (herein collectively called "Instruments"); (e) all Equipmentinventory (as defined in the Uniform Commercial Code) of such Obligor, in all of its forms, wherever located, now or hereafter existing (including, but not limited to, (i) all livestock purchased in the ordinary course of business and held for ▇▇▇▇▇▇▇▇▇ and resale, meat, meat products and raw materials and work in process therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof including packaging and processing supplies, (ii) goods in which such Obligor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Obligor has an interest or right as consignee), (iii) goods which are returned to or repossessed by such Obligor and all accessions thereto and products thereof and documents therefor, and (iv) all goods obtained by such Obligor in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto (any and all such inventory, accessions, products and documents herein collectively called "Inventory"); (f) all Documentsfarm products (as defined in the Uniform Commercial Code) of such Obligor, in all of their respective forms, wherever located, now or hereafter existing, including but not limited to (i) livestock, meat and products thereof and (ii) all agricultural supplies used or consumed in such Obligor's operations, including without limitation, all feed, meal, ingredients, seeds, drugs, medications, vaccines, supplements and other chemicals used in feeding, maintaining, growing, preserving or producing any farm products, and (iii) all accessions to and products of and documents for any of the foregoing (any and all such farm products, accessions, products and documents herein collectively called "Farm Products"); (g) all Contractseach contract and other agreement of such Obligor relating to the sale or other disposition of Inventory or Farm Products; (h) all Goodsdocuments of title (as defined in the Uniform Commercial Code) or other receipts of such Obligor covering, evidencing or representing Inventory or Farm Products (herein collectively called "Documents"); (i) all Investment Propertyrights, including without limitation all equity interests now owned claims and benefits of such Obligor against any Person arising out of, relating to or hereafter acquired in connection with Inventory or Farm Products purchased by such Debtor; (j) all Deposit AccountsObligor, including, without limitation, any such rights, claims or benefits against any Person storing, raising, breeding or transporting such Inventory or Farm Products; (j) the balance from time to time in all bank accounts maintained by such Debtor;the Collateral Account; and (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claimsproceeds, products, offspring (including unborn offspring), accessions, rents, profits, income, benefits, substitutions, additions substitutions and replacements of and to any of the property of such Debtor Obligor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims thereon and all rightscauses of action, claims and benefits against warranties now or hereafter held by any Person relating thereto)Obligor in respect of any of the items listed above) and, other rights to payments not otherwise included the extent related to any property described in the foregoingsaid clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files runs and other papers, papers and documents and records in the possession or under the control of such Debtor, Obligor or any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsObligor.

Collateral. As collateral security for To secure the prompt full and complete payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of the Obligations, Holdings and the Borrower will, and will cause each Debtor hereby pledges and grants Subsidiary of the Borrower to, grant to the Secured Party Administrative Agent for the benefit of the Administrative Agent and the Lenders a perfected, first priority Lien on and security interest in and to all of such Debtor’s the right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein their Properties as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles set forth below (as defined more specifically described in the UCCSecurity Documents) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests whether now owned or hereafter acquired by such Debtor; (j) all Deposit Accountsacquired, pursuant to the Security Documents, including, without limitation, the balance from time to time in following: (a) all bank accounts maintained by such DebtorCapital Stock of the Borrower and each Subsidiary of the Borrower; (kb) all Commercial Tort Claims specified on Schedule VII; of the Property of the Borrower and each Subsidiary of the Borrower (l) all Trademarksas such Property is more specifically described in the Security Documents), Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other including tangible and intangible property of such DebtorProperty and real and personal Property, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements the following: Investments (including certificates of and to any of the property of such Debtor described in the preceding clauses of this Section 3 deposit); accounts; inventory (including, without limitation, work in process); equipment; deposit accounts (including cash collateral accounts); brokerage accounts; instruments; contract rights (including, without limitation, all contracts relating to the construction or operation of the Network, including rights of way, easements, leases and all related contracts); customer deposits in connection with purchase orders; general intangibles; real Property and interests therein (if and to the extent required pursuant to Section 5.4); instruments; chattel paper; Licenses; Intellectual Property; and intercompany Debt; (c) all Debt (i) owed by the Borrower to any Subsidiary of the Borrower, (ii) owed by any Subsidiary of the Borrower to the Borrower or to any Subsidiary to the Borrower, or (iii) owed by Holdings to the Borrower or to any Subsidiary of the Borrower; and (d) all cash and non-cash proceeds and products of any of the foregoing. The Collateral shall not include any of the following Property as long as such Property is encumbered by Permitted Liens (or, in the case of the Lucent Equipment, expected to be encumbered by November 30, 2000) and as long as such Property is not Nortel Networks Equipment, Nortel Networks Software nor any other Property acquired with the proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.Loans:

Collateral. As collateral (i) Without the consent of any other person, but subject to the terms of any applicable Intercreditor Agreement, the applicable Credit Party or Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion), or shall, to the extent required by any Loan Document enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion (including to cover additional amounts as secured obligations thereunder) or enhancement of any security interest in any Collateral or additional property to become Collateral for the prompt benefit of the Secured Parties, or as required by local law to give effect to, or protect, any security interest for the benefit of the Secured Parties in any property or so that the security interests therein comply with applicable Requirements of Law. (ii) Notwithstanding anything in this Agreement or any Security Document to the contrary, the Administrative Agent and/or, as applicable, the Collateral Agent may, in its sole discretion, grant extensions of time for the satisfaction of any of the requirements under Sections 5,10 and 5,11 or of any Security Document in respect of any particular Collateral or any particular Subsidiary if it determines that the satisfaction thereof with respect to such Collateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort or due to factors beyond the control of Holdings, the Borrower and the Restricted Subsidiaries by the time or times at which any such requirement would otherwise be required to be satisfied under this Agreement or any Security Document. (iii) The Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be automatically released (i) in full, upon the termination of this Agreement and the payment in full when due of all Secured Obligations (whether at stated maturityother than (A) contingent indemnification obligations and unasserted expense reimbursement obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made, and (C) Letters of Credit that have been cash collateralized in accordance with the terms of this Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), (ii) upon the sale or other disposition of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another Credit Party, to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided by acceleration any Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Credit Party, upon termination or otherwiseexpiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with this Section 10.02), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Guarantee (in accordance with the second following sentence), (vi) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, or (vii) if such assets constitute Excluded Property. Any such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the ObligationsCredit Parties in respect of) all interests retained by the Credit Parties, each Debtor hereby pledges and grants including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the Secured Party a Lien on and security interest extent otherwise released in and to all accordance with the provisions of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Loan Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation. Additionally, the balance Lenders hereby irrevocably agree that any Restricted Subsidiary that is a Guarantor shall be released from time the Guarantees upon consummation of any transaction not prohibited by this Agreement resulting in such Subsidiary ceasing to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarksconstitute a Restricted Subsidiary or upon becoming an Excluded Subsidiary. The Lenders hereby authorize the Administrative Agent and the Collateral Agent, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtoras applicable, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoingto, and all booksthe Administrative Agent and the Collateral Agent agree to, correspondence, files, records, invoices execute and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papersdeliver any instruments, documents and records in agreements necessary or desirable or reasonably requested by the possession Borrower to evidence and confirm the release of any Guarantor or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything Collateral pursuant to the contrary contained herein foregoing provisions of this paragraph, all without the further consent or in joinder of any Transaction Document, in no event shall the security interest granted herein Lender and without any representation or therein attach to warranty of any Excluded Assetssuch Agent or Lender.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”):Borrower shall: (a) at all Instrumentsreasonable times (but not, together with all payments thereon except during the continuance of an Event of Default, more than two times per fiscal year) allow Agent by or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; through any of its officers, agents, employees, attorneys, or accountants to (i) all Investment Propertyexamine, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accountsinspect, and make extracts from Borrower’s books and other records, including, without limitation, the balance tax returns of Borrower; (ii) arrange for verification of Borrower’s Accounts, under reasonable procedures, directly with Account Debtors or by other methods; and (iii) examine and inspect Borrower’s Inventory and Equipment, wherever located; (b) promptly furnish to Agent or any Lender upon request (i) additional statements and information with respect to the Collateral, and all writings and information relating to or evidencing any of Borrower’s Accounts (including, without limitation, computer printouts or typewritten reports listing the mailing addresses of all present Account Debtors), and (ii) any other writings and information as Agent or such Lender may request; (c) notify Agent in writing on or before the next Quarterly Update Date upon the creation of any Accounts with respect to which the Account Debtor is the United States of America or any other Governmental Authority, or any foreign government or instrumentality thereof or any business that is located in a foreign country; (d) notify Agent in writing immediately upon the creation by any Credit Party of a Deposit Account not listed on Schedule 6.19 hereto and, if such Deposit Account is not an Immaterial Deposit Account, provide for the execution of a Control Agreement with respect thereto, if required by Agent or the Required Lenders; (e) immediately notify Agent and the Lenders in writing of any information that any Company has or may receive with respect to a material amount of the Collateral that might in any manner materially and adversely affect the value thereof or the rights of Agent or the Lenders with respect thereto; (f) to the extent deemed prudent by Borrower (to be determined by Borrower acting in good faith) maintain Borrower’s Equipment in good operating condition and repair, ordinary wear and tear excepted, making all necessary replacements thereof so that the value and operating efficiency thereof shall at all times be maintained and preserved; (g) deliver to Agent to hold as security for the Secured Obligations, within ten (10) Business Days upon the written request of Agent, all certificated Investment Property owned by a Credit Party, in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Agent, or in the event such Investment Property is in the possession of a securities intermediary or credited to a securities account, execute with the related securities intermediary an investment property control agreement over such securities account in favor of Agent, for the benefit of the Lenders, in form and substance reasonably satisfactory to Agent; and (h) upon request of Agent, promptly take such action and promptly make, execute, and deliver all such additional and further items, deeds, assurances, instruments and any other writings as Agent may from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarksdeem necessary or appropriate, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtorrequire, including, without limitation, all interests in real propertychattel paper, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of carry into effect the property of such Debtor described in the preceding clauses intention of this Section 3 (includingAgreement, without limitation, any proceeds of insurance thereon, insurance claims or so as to completely vest in and all rights, claims ensure to Agent and benefits against any Person relating thereto), other the Lenders their respective rights to payments not otherwise included hereunder and in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsCollateral.

Collateral. As Each Obligor hereby pledges, assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Guaranteed Creditors, a security interest in all of the following Property now owned or at any time hereafter acquired by it or in which such Obligor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment in full and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b1) all Accounts; (c2) all Inventory; Chattel Paper (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Softwarewhether Tangible Chattel Paper or Electronic Chattel Paper); (e3) all EquipmentCommercial Tort Claims; (f4) all cash and Deposit Accounts; (5) all Documents; (g6) all ContractsFixtures; (h7) all GoodsGeneral Intangibles; (i) 8) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; Goods (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such DebtorInventory and all Equipment); (k9) all Commercial Tort Claims specified on Schedule VIIInstruments; (l10) all TrademarksInvestment Property (including, Patents without limitation, Commodity Accounts and CopyrightsSecurities Accounts); (m11) all Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing); (12) all Supporting Obligations; (13) all Pledged Collateral; (14) all books and records pertaining to the other Collateral; and (n15) all other tangible and intangible property of such Debtor, including, without limitationto the extent not otherwise included, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions Proceeds and replacements products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the property of such Debtor described in the preceding clauses of this Section 3 (includingforegoing; provided, without limitationhowever, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding that notwithstanding anything to the contrary contained herein or in any Transaction Documentother Loan Document to the contrary, in no event the Collateral shall not include and the security interest interests granted herein or therein hereunder shall not attach to any Excluded Asset. None of the covenants or representations and warranties herein shall be deemed to apply to any property constituting Excluded Assets.

Collateral. As collateral security for the prompt and complete payment in full and performance when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations and in order to induce the ObligationsBank to enter into the Credit Agreement and, each Debtor pursuant thereto, make the Loans and Advances described therein, the Guarantor hereby pledges pledges, hypothecates, conveys, assigns, mortgages, transfers, delivers, and grants to the Secured Party Bank a Lien on and first lien security interest in and to all of such Debtor’s the Guarantor's right, title and interest in and to the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all of which being hereinafter collectively referred to herein as “called the "Collateral”"): (ai) all Instrumentsthe Government Securities listed on Schedule I attached hereto and incorporated herein by reference (the "Schedule of Collateral") and (ii) any other Government Securities which may be set forth on any amendment, together with all payments thereon modification or thereunder:supplement to the Schedule of Collateral (collectively, the "Pledged Collateral"); (b) any and all Accounts;other moneys, securities, drafts, notes and other property of any kind of the Guarantor, now or hereafter held or received by or in transit to the Bank from or for the Guarantor, or which may now or hereafter be in the possession of the Bank, or as to which the Bank may now or hereafter control possession, by documents of title or otherwise, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and any and all deposits, general or special, balances, sums, proceeds and credits of the Guarantor, and all rights and remedies which the Guarantor might exercise with respect to any of the foregoing but for this Agreement; and (c) all Inventory; (d) all General Intangibles (proceeds, including payment intangibles Payments and Redemption Proceeds (as defined in the UCC) and Softwarehereinafter defined); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.

Collateral. As collateral security for To secure the prompt full and complete payment in full when due (whether at stated maturity, by acceleration or otherwise) and ---------- performance of the Obligations, the Borrower, Holdings and Equipmentco will (as applicable), and will cause each Debtor hereby pledges and grants of the Loan Parties (as applicable) to, grant to the Secured Party Administrative Agent for the benefit of the Administrative Agent and the Lenders a perfected, first priority Lien on and security interest in and to all of such Debtor’s its right, title and interest in and to the following properties and assets of such DebtorCollateral, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred acquired, pursuant to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Security Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in following: (a) all bank accounts maintained Capital Stock of the Borrower, Equipmentco and the other Subsidiaries of Holdings and the Borrower owned by such DebtorHoldings, the Borrower, Equipmentco or any other Subsidiary of Holdings or the Borrower; (kb) all Commercial Tort Claims specified on Schedule VII; of the Property (l) all Trademarksas such Property is more specifically described in the Security Documents), Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other including tangible and intangible property and real and personal property, of Holdings, the Borrower, Equipmentco and each other Subsidiary of Holdings or the Borrower, including, without limitation, the following: Investments (including certificates of deposit); accounts; inventory (including, without limitation, work in process); equipment; deposit accounts (including cash collateral accounts); brokerage accounts; instruments; Operating Assets; the Sprint Agreements; contract rights (including, without limitation, tower leases and all contracts relating to the construction or operation of the Service Area Network, including rights of way, easements, leases and all related contracts, and all consents and waivers necessary or appropriate from all parties to such Debtorcontracts, including, without limitation, all consents and waivers necessary or appropriate to permit the collateral assignment of or security interest granted in such contracts except as otherwise permitted by the Loan Documents); customer deposits in connection with purchase orders; general intangibles; real Property and other interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of therein (if and to any of the property of such Debtor described in the preceding clauses of this extent required pursuant to Section 3 5.4); instruments; chattel paper; Permits; ----------- Intellectual Property; and intercompany Debt (including, without limitation, Debt of the Borrower or any of its Subsidiaries owed to or held by Holdings); and (c) all cash and non-cash proceeds and products of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in of the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the its Secured Obligations, each Debtor Obligor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Party Parties as hereinafter provided a Lien on and security interest in and to all of such DebtorObligor’s right, title and interest in in, to and under all of the following properties property and assets of such Debtorassets, in each case whether tangible or intangible, wherever located, and whether now owned by such Debtor Obligor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all of the property described in this Section 4 being collectively referred to herein as “Collateral”): (a) all InstrumentsAccounts, together all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles (including all Intellectual Property), all Instruments (including all Promissory Notes), all Portfolio Investments, all Pledged Debt, all Pledged Equity Interests, all Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, all payments thereon Commodity Accounts and Commodity Contracts, and, for the avoidance of doubt, all of such Obligor’s interest in the limited liability company or thereunder:membership interests of each Subsidiary owned by such Obligor, all of such Obligor’s right to participate in the management of the business and affairs of each such issuer or otherwise control each such Subsidiary, and all of such Obligor’s rights as a member of each such Subsidiary), all letters of credit and Letter-of-Credit Rights, all Money and all Goods (including Inventory and Equipment), and all Commercial Tort Claims; (b) to the extent related to any Collateral, all AccountsSupporting Obligations; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and extent related to any of the property of such Debtor described in the preceding clauses of this Section 3 (includingforegoing Collateral, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, credit files, records, invoices and other papers, papers (including without limitation all tapes, cards, computer runs, computer programs, computer files runs and other papers, papers and documents and records in the possession or under the control of such Debtor, Obligor or any computer bureau or service company from time to time acting for such DebtorObligor); and (d) all Proceeds of any of the foregoing Collateral. Notwithstanding anything to the contrary contained herein or in any Transaction DocumentIT BEING UNDERSTOOD, HOWEVER, that (A) in no event shall the security interest granted herein or therein under this Section 4 attach to (1) any contract, property rights, obligation, instrument or agreement to which an Obligor is a party (or to any of its rights or interests thereunder) if the grant of such security interest would constitute or result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such contract, property rights, obligation, instrument or agreement (other than to the extent that any such terms would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), or (2) any Excluded Assets, and notwithstanding anything to the contrary provided in this Agreement, the term “Collateral” shall not include, and the Obligors shall not be deemed to have granted a security interest in, any Excluded Assets and (B) the Obligors, may by notice to the Collateral Agent, exclude from the grant of a security interest provided above in this Section 4, any Special Equity Interest designated by the Borrower in reasonable detail to the Collateral Agent in such notice (it being understood that the Borrower may at any later time rescind any such designation by similar notice to the Collateral Agent). Each Obligor hereby authorizes the Collateral Agent at any time and from time to time (and reaffirms its authorization given prior to the Restatement Effective Date) to file or record financing statements, continuation statements thereof, amendments thereto and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Collateral Agent determines, in its reasonable discretion, are necessary or advisable to perfect and maintain a continuing perfection of the first priority security interests of the Collateral Agent under this Agreement. Each Obligor also authorizes the Collateral Agent to use the collateral description “all personal property of the debtor” or “all assets of the debtor,” in each case “whether now owned or hereafter acquired or arising” or words of similar meaning in such financing statements.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) ), of the its Secured Obligations, each Debtor Obligor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Party Parties as hereinafter provided a Lien on and security interest in and to all of such DebtorObligor’s right, title and interest in the following properties in, to and assets under all of such DebtorObligor’s personal property and assets, including the following, in each case whether tangible or intangible, wherever located, and whether now owned by such Debtor Obligor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all of the property described in this Section 4, other than the property excluded pursuant to the proviso to this Section 4, being collectively referred to herein as “Collateral”): ): (a) all InstrumentsAccounts, together with all payments thereon or thereunder: (b) Chattel Paper, all Deposit Accounts; (c) , all Inventory; (d) Documents, all General Intangibles (including payment intangibles all Intellectual Property), all Instruments (as defined including all Promissory Notes), all Portfolio Investments, all Pledged Debt, all Pledged Equity Interests, all Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, all Commodity Accounts and Commodity Contracts, and, for the avoidance of doubt, all of such Obligor’s interest in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity limited liability company or membership interests now of each Subsidiary owned or hereafter acquired by such Debtor; Obligor, all of such Obligor’s right to participate in the management of the business and affairs of each such issuer or otherwise control each such Subsidiary, and all of such Obligor’s rights as a member of each such Subsidiary), all letters of credit and Letter-of-Credit Rights, all Money and all Goods (j) all Deposit Accountsincluding Inventory and Equipment), including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) and all Commercial Tort Claims specified on Schedule VII; Claims; (lb) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other extent related to any Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and Supporting Obligations; (c) to the extent related to any of the property of such Debtor described in the preceding clauses of this Section 3 (includingCollateral, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, credit files, records, invoices and other papers, papers (including without limitation all tapes, cards, computer runs, computer programs, computer files runs and other papers, papers and documents and records in the possession or under the control of such Debtor, Obligor or any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.Obligor); and 30

Collateral. As collateral security for the prompt payment in full when due The Collateral under this Security Agreement is: (whether at stated maturity, by acceleration or otherwisea) all of the Obligationspersonal property, goods, machinery, equipment, supplies, fixtures, furniture, building and other materials of every nature whatsoever and all personal property of each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to (all of such Debtor’s rightthe foregoing property and similar or after-acquired property included as Collateral under Section 2(g) below being hereinafter referred to as "EQUIPMENT"). 2 (b) all of Debtors' accounts and accounts receivable, title including, without limitation, all rights to payment for goods sold or leased or for services rendered which are not evidenced by an instrument or chattel paper, all other present or future rights for money due or to become due, all of the chattel paper, instruments, promissory notes, and interest general intangibles evidenced by an instrument or chattel paper, all other present or future rights for money due or to become due, all of the chattel paper, instruments, promissory notes, and general intangibles for money due or to become due of any kind, in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and each case whether now existing or hereafter coming into existence arising and wherever located whenever arising and whether or not earned by performance (collectively, the "RECEIVABLES"), other general intangibles, documents of title, warehouse receipts, leases, deposit accounts, money, tax refund claims, partnership interests, indemnification and other similar claims and contract rights: including, without limitation, franchises, certificates, stock, and all rights in, to and under all security agreements, mortgages, deeds of trust, guarantees, leases and other agreements or contracts securing or otherwise relating to any of the foregoing (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in of the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accountsforegoing property, including, without limitation, the balance from time Receivables, and similar or after-acquired property included as Collateral under Section 2(f) below being hereinafter referred to time in all bank accounts maintained by such Debtoras "INTANGIBLES"); (kc) all Commercial Tort Claims specified on Schedule VIIinventory in all of its forms, wherever located now or hereafter existing including, but not limited to, (i) all goods held by any Debtor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in any Debtor's business, (iii) goods in which any Debtor has an interest in mass or a joint or other interest or right of any kind, (iv) goods which are returned to or repossessed by any Debtor and (v) all additions and accessions thereto and replacements thereof (all such inventory, accessions and products being the "Inventory"); (ld) all Trademarksof the trademarks and service marks now held or hereafter acquired by any Debtor, Patents which are registered in the United States Patent and CopyrightsTrademark Office or in any similar office or agency of the United States or any state thereof or any political subdivision thereof and any application for such trademarks and service marks, as well as any unregistered marks used by any Debtor in the United States and trade dress including logos, designs, trade names, business names, fictitious business names and other business identifiers in connection with which any of these registered or unregistered marks are used in the United States ("MARKS") together with the registration and right to renewals thereof, and the goodwill of the business of each Debtor symbolized by the Marks and all licenses associated therewith; (me) all books United States copyrights which any Debtor now or hereafter has registered with the United States Copyright Office, as well as any application for a United States copyright registration now or hereafter made with the United States Copyright Office by any Debtor ("COPYRIGHTS") or United States patent to which any Debtor now or hereafter has title and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such any divisions or continuations thereof, as well as any application for a United States patent now or hereafter made by any Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all booksreissues, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession renewals or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.extension thereof;

Collateral. As collateral security for To secure the prompt full and complete payment in full when due (whether at stated maturity, by acceleration or otherwise) and ---------- performance of the Obligations, Borrower shall, and, to secure the Subsidiary Guaranty, Borrower shall cause each Debtor hereby pledges Subsidiary of Borrower, other than the Foreign Subsidiaries, to grant to Administrative Agent, for the benefit of the Agents and grants to the Secured Party Lenders, a perfected (except, in the case of immaterial items of Collateral perfection against which requires extraordinary filings or other actions, where not required by Administrative Agent in the exercise of its absolute discretion), first priority Lien on all of its right, title, and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such DebtorProperty, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred acquired, pursuant to herein as “Collateral”):the Security Documents: (a) all InstrumentsCapital Stock of each Subsidiary of Borrower other than Foreign Subsidiaries (whether present or future), together with all payments thereon owned as of the Closing Date or thereunder:thereafter acquired by Borrower or any Domestic Subsidiary of Borrower; (b) all Accounts;65% of the shares of each class of Capital Stock of each Foreign Subsidiary (whether present or future) that is a direct, wholly-owned Subsidiary of Borrower or of a Domestic Subsidiary of Borrower, owned as of the Closing Date or thereafter acquired by Borrower or such Domestic Subsidiary; and (c) all Inventory; (d) all General Intangibles (including payment intangibles (other Property of Borrower and, for purposes of securing the Subsidiary Guaranty, each Subsidiary of Borrower, other than the Foreign Subsidiaries, owned as defined in of the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned Closing Date or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtorthereafter acquired, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 accounts (including, without limitation, any proceeds of insurance thereonReceivables), insurance claims and all inventory (including, without limitation, Inventory), equipment, furniture, fixtures, contract rights, claims general intangibles, documents, instruments, investment property, chattel paper, permits, Intellectual Property, intercompany Debt, licenses, and benefits against material real Property, excluding only the Installment Note. Except as set forth in Schedule 7.1, Borrower covenants that none of the Capital ------------- Stock to be pledged, in accordance with this Section 7.1 shall be subject to any Person relating thereto)----------- transfer restrictions, shareholders' agreement, or other rights restriction except for such restrictions under applicable securities laws and such restrictions, if any, as may be reasonably acceptable to payments not otherwise included Administrative Agent. In connection with and in addition to the foregoing, Borrower and all booksits Subsidiaries shall execute and/or deliver such Security Documents and further agreements, correspondencedocuments, filesand instruments (including, recordswithout limitation, invoices stock certificates, stock powers, and other papersfinancing statements) as Administrative Agent may reasonably request in order for it to obtain and maintain the perfected, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records first priority Liens to be granted in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtoraccordance with this Section 7.1. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.-----------

Collateral. As collateral security for To secure the prompt full and complete payment in full when due (whether at stated maturity, by acceleration or otherwise) and ---------- performance of the Obligations, Borrower shall, and, to secure the Subsidiary Guaranty, Borrower shall cause each Debtor hereby pledges Subsidiary of Borrower, other than the Foreign Subsidiaries, to grant to Administrative Agent, for the benefit of the Agents and grants to the Secured Party Lenders, a perfected (except, in the case of immaterial items of Collateral perfection against which requires extraordinary filings or other actions, where not required by Administrative Agent in the exercise of its absolute discretion), first priority Lien on all of its right, title, and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such DebtorProperty, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred acquired, pursuant to herein as “Collateral”):the Security Documents: (a) all InstrumentsCapital Stock of each Subsidiary of Borrower other than Foreign Subsidiaries (whether present or future), together with all payments thereon owned as of the Closing Date or thereunder:thereafter acquired by Borrower or any Domestic Subsidiary of Borrower; (b) all Accounts;65% of the shares of each class of Capital Stock of each Foreign Subsidiary (whether present or future) that is a direct, wholly-owned Subsidiary of Borrower or of a Domestic Subsidiary of Borrower, owned as of the Closing Date or thereafter acquired by Borrower or such Domestic Subsidiary; and (c) all Inventory; (d) all General Intangibles (including payment intangibles (other Property of Borrower and, for purposes of securing the Subsidiary Guaranty, each Subsidiary of Borrower, other than the Foreign Subsidiaries, owned as defined in of the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned Closing Date or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtorthereafter acquired, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 accounts (including, without limitation, any proceeds of insurance thereonReceivables), insurance claims and all inventory (including, without limitation, Inventory), equipment, furniture, fixtures, contract rights, claims general intangibles, documents, instruments, investment property, chattel paper, permits, Intellectual Property, intercompany Debt, licenses, and benefits against material real Property, excluding only the Installment Note. Except as set forth in Schedule 7.1, Borrower covenants that none of the Capital ------------- Stock to be pledged, in accordance with this Section 7.1 shall be subject to ----------- any Person relating thereto)transfer restrictions, shareholders' agreement, or other rights restriction except for such restrictions under applicable securities laws and such restrictions, if any, as may be reasonably acceptable to payments not otherwise included Administrative Agent. In connection with and in addition to the foregoing, Borrower and all booksits Subsidiaries shall execute and/or deliver such Security Documents and further agreements, correspondencedocuments, filesand instruments (including, recordswithout limitation, invoices stock certificates, stock powers, and other papersfinancing statements) as Administrative Agent may reasonably request in order for it to obtain and maintain the perfected, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records first priority Liens to be granted in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtoraccordance with this Section 7.1. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assets.-----------

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges and grants to the Secured Party a Lien on and security interest in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) The Pledgor will cause the Pledged Limited Liability Company Interests or the Pledged Shares to constitute at all Instruments, together with all payments thereon or thereunder:times 100% of the Capital Stock of each Issuer then outstanding. (b) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent has notified the Pledgor to the contrary, the Pledgor shall have the right to exercise all Accounts;voting, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the other Loan Documents or any other instrument or agreement referred to herein or therein, provided that the Pledgor agrees that it will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the other Loan Documents or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Pledgor or cause to be executed and delivered to the Pledgor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the rights and powers that it is entitled to exercise pursuant to this Section 4.03(b). (c) The Pledgor shall be entitled to receive and retain any and all Inventory;distributions and dividends paid in respect of the Collateral, provided, however, that any and all (A) distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, (B) distributions or dividends paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus (other than distributions or dividends paid by KMNGL to the Pledgor in connection with the dissolution and liquidation of KMNGL), and (C) cash paid, payable or otherwise distributed in redemption of, or in exchange for any Collateral, shall be, and shall be forthwith delivered to the Administrative Agent to hold as, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Administrative Agent as Collateral in the same form as so received (with any necessary endorsement). (d) all General Intangibles (including payment intangibles (If any Event of Default shall have occurred, then so long as defined in such Event of Default shall continue, and whether or not the UCC) Administrative Agent or any other Secured Party exercises any available right to declare any Secured Obligation due and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned payable or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitationseeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the balance from time Credit Agreement, the other Loan Documents or any other agreement relating to time in all bank accounts maintained such Secured Obligation, and the Administrative Agent so requires by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining notice to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitationPledgor, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions distributions and replacements of other dividends received by the Pledgor on the Collateral shall be paid directly by the Pledgor to the Administrative Agent and to any retained by it as part of the property of such Debtor described in Collateral, subject to the preceding clauses terms of this Section 3 (includingAgreement, without limitationand, if the Administrative Agent shall so request in writing, the Pledgor agrees to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any proceeds such distribution or dividend theretofore paid to the Administrative Agent shall, upon request of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating theretothe Pledgor (except to the extent theretofore applied to the Secured Obligations), other rights to payments not otherwise included in be returned by the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything Administrative Agent to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsPledgor.

Collateral. As collateral security for Agent shall have the prompt payment right to receive any and all cash dividends, distributions and income paid in full when due (whether at stated maturity, by acceleration or otherwise) respect of the ObligationsCollateral and such dividends, each Debtor hereby pledges distributions and grants income shall be held by Collateral Agent as Trust Moneys and applied in accordance with Section 6.6 of the Indenture, (ii) all shares of the Pledged Stock may be registered in the name of Collateral Agent or its nominee, and Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Secured Party a Lien on Pledged Stock at any meeting of shareholders of the Issuers thereof or otherwise and security interest in (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of such Debtor’s the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuer thereof, or upon the exercise by Pledgor or Collateral Agent of any right, title privilege or option pertaining to such shares of the Pledged Stock, and interest in connection therewith, the following properties right to deposit and assets deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such Debtor, whether now owned by such Debtor or hereafter acquired terms and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein conditions as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCCit may determine) and Software); (eiii) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit AccountsCollateral Agent shall have the right to accelerate the Continental Can Note in accordance with its terms and take any other action to collect upon the Continental Can Note, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance make demand for payment thereon, insurance claims in each case without liability except to account for property actually received by it, but Collateral Agent shall have no duty to exercise any such right, privilege or option and all rights, claims and benefits against shall not be responsible for any Person relating thereto), other rights failure to payments not otherwise included do so or delay in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assetsso doing.

Collateral. As collateral security for Subject to the prompt payment time periods set forth in full when due (whether at stated maturitySection 8.17 and the Collateral Documents, by acceleration or otherwise) of the Obligations, each Debtor hereby pledges Hedging Liability, and grants Funds Transfer, Deposit Account Liability and Foreign LCs shall (in the case of any Hedging Liability or Funds Transfer, Deposit Account Liability and Foreign LCs, unless otherwise notified by the Borrower to the Secured Party a Lien Administrative Agent) be secured by valid, perfected, and enforceable Liens on and security interests in (subject to Permitted Liens) all right, title, and interest of the Borrower and each Guarantor in and to substantially all of such Debtor’s righttheir respective accounts, title chattel paper, instruments, documents, contracts, general intangibles, letter of credit rights, supporting obligations, deposit accounts, investment property, inventory, equipment, fixtures, Intellectual Property, money, cash and interest in the following properties Cash Equivalents, commercial tort claims, real estate and assets of such Debtorcertain other Property, whether now owned by such Debtor or hereafter acquired or arising, and whether now existing all proceeds thereof, in each case subject to the terms and conditions of the Collateral Documents; provided, however, that: (i) Liens on the Voting Stock of a Foreign Subsidiary or hereafter coming into existence a Disregarded Domestic Person shall be limited to 65% of the total outstanding Voting Stock (and wherever located 100% of non-Voting Stock) of any Foreign Subsidiary or any Disregarded Domestic Person owned directly by the Borrower or one of its Domestic Subsidiaries; and provided, further , that no stock of any Foreign Subsidiary or any Disregarded Domestic Person not owned directly by the Borrower or one of its Domestic Subsidiaries shall be pledged hereunder; (all being collectively ii) no Lien shall be granted with respect to any leasehold real property; (iii) no Liens shall be granted with respect to any fee-owned real property other than as provided for in Section 4.3 below; (iv) no Liens shall be granted with respect to any (x) Equity Interests in partnerships, joint ventures and any other Subsidiary that is not a Wholly-owned Subsidiary if such Equity Interests cannot be pledged without the consent of one or more Persons that is not a Loan Party or an Affiliate thereof, but only to the extent that any such prohibition is not rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions thereof) or any other applicable law, (y) the assets of a Foreign Subsidiary or a Disregarded Domestic Person, and (z) margin stock (within the meaning of Regulation U issued by the Federal Reserve Board); (v) no Lien shall be granted with respect to any Property or assets which are specifically the subject of any permit, lease, license, contract or agreement to which any Loan Party is a party or any of its rights or interests thereunder if and only to the extent that the grant of the lien and security interest under a Collateral Document (x) is prohibited by or a violation of any law, rule or regulation applicable to such Loan Party or (y) shall constitute or result in a breach of a term or provision of, or the termination of or a default under the terms of, such permit, lease, license, contract or agreement (other than to the extent that any such law, rule, regulation, term or provision would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable law (including any debtor relief law or principle of equity)); (vi) no Liens shall be granted with respect to any Property or assets the pledge of which under a Collateral Document would require governmental consent, approval, license or authorization, but only to the extent that any such restriction on such pledge is not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions thereof) or any other applicable law (provided, however, that the Collateral shall include (and such Lien shall attach) immediately at such time as, as applicable, the consent referred to herein as “Collateral”): above is obtained or the contractual or legal provisions referred to above shall be obtained or shall no longer be applicable and to the extent severable, and shall attach immediately to any portion of (ax) all Instrumentssuch Equity Interests not subject to such consent specified in preceding clause (iv), together with all payments thereon (y) such Property and assets not specifically subject to such permit, lease, license, contract or thereunder: agreement specified in preceding clause (bv) all Accounts; and (cz) all Inventory; such Property and assets not subject to such consent, approval, license or authorization specified in this clause (dvi); and, provided, further, that the exclusions referred to in preceding clauses (iv), (v) all General Intangibles and (including payment intangibles vi) shall not include any Proceeds (as defined in the UCCSecurity AgreementUCC) and Softwareof any such Equity Interests, Property or assets); ; (evii) all Equipment; (fno Liens shall be granted in any “intent to use” trademark applications filed pursuant to Section 1(b) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Propertyof the ▇▇▇▇▇▇ Act, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts15 U.S.C. § 1051, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining prior to the other Collateralfiling of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, a Lien therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (nviii) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and no Liens shall be granted (A) with respect to any property or assets to the extent the burden or cost of obtaining such Lien therein outweighs the benefit of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent, or (B) with respect to any other property of such Debtor described in or assets as shall be excluded from the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything Collateral pursuant to the contrary contained herein Collateral Documents; and (ix) no Liens shall be granted with respect to any Property or assets to the extent that same would result in material adverse tax consequences as reasonably determined by the Borrower; provided, further, that (a) no Lien shall be perfected with respect to any Transaction DocumentProperty or asset with respect to which the Borrower and the Collateral Agent reasonably determine that the burden or cost of perfecting a security interest in such Property or asset outweighs the benefit of perfection afforded thereby to the Secured Creditors, in (b) no event foreign law governed security or pledge agreement shall be required, (c) no landlord lien waivers, bailee letters or similar agreements shall be required and (d) the security interest granted herein pursuant the Collateral Documents upon the following Collateral shall not be required to be perfected: (i) cash and Cash Equivalents, deposit, securities and commodities accounts (including securities entitlements and related assets), in each case to the extent a security interest therein cannot be perfected by the filing of a financing statement under the UCC; (ii) other assets the security interest in which requires perfection through control agreements; (iii) vehicles and any other assets subject to certificates of title; (iv) commercial tort claims; and (v) letter of credit rights, in each case, to the extent a security interest therein cannot be perfected by the filing of a financing statement under the UCC. The Borrower acknowledges and agrees that the Liens on the Collateral shall be granted to the Administrative Agent for the benefit of the holders of the Obligations, the Hedging Liability, and the Funds Transfer, Deposit Account Liability and Foreign LCs and shall be valid and perfected first priority Liens subject, however, to the proviso appearing at the end of the preceding sentence and to Permitted Liens, in each case pursuant to one or therein attach more Collateral Documents entered into by such Persons, each in form and substance reasonably satisfactory to any Excluded Assetsthe Administrative Agent.

Collateral. As collateral security for In order to secure the prompt and full payment and performance by the NovaStar Entities of all their present and future obligations to Buyers in full when due respect of Transactions and this letter agreement (whether at stated maturitycollectively, by acceleration or otherwise) of the “Obligations”), each Debtor the NovaStar Entities hereby pledges and grants to the Secured Party grant Buyers a Lien on and security interest in all Securities owned by the NovaStar Entities (or in which any such NovaStar Entity has an interest) heretofore or hereafter delivered to, held by or for the benefit of, or in the possession of Buyers (collectively with all income therefrom, all distributions thereon and all proceeds thereof, the “Collateral”); provided, however, that the foregoing shall not include any assets held in a custodial capacity by any Buyer for the benefit for any third party (other than an Affiliate of a Buyer). Subject to the terms of the Transaction Documents, the NovaStar Entities hereby covenant and agree that at all of such Debtor’s right, title and times the security interest in the following properties and assets Securities shall be a first priority security interest. Except to the extent otherwise expressly provided in a Transaction Document, Collateral held by or for the benefit of, or pledged to Buyers or one of their affiliates shall be deemed held by or for the benefit of, or pledged to, such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; entity (i) both for its own account or the account of others, as applicable, and (ii) as agent for such entity’s affiliates pursuant hereto. Each item of Collateral shall secure all Investment Propertyof the Obligations regardless of whether it is pledged pursuant to Transaction Documents or otherwise to secure one or more specific Obligations. If an Event of Default (as such term is defined below) shall have occurred and be continuing, including without limitation Buyers shall be free to apply any Collateral to any Obligations in any order, in each case as Buyers shall determine in their sole discretion. Such security interest shall survive the termination or completion of any Transaction or the termination of any Transaction Document and shall continue in respect of the Collateral until all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining Collateral is returned to the other Collateral; and (n) all other tangible and intangible property of such Debtorrelated NovaStar Entity. To the extent, includingif any, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to that any of NovaStar Entity is granted the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or right in any Transaction DocumentDocuments to substitute certain Securities for certain Collateral, such substituted Securities shall be Collateral for all purposes. To the extent, if any, that a related NovaStar Entity is granted the right in no event any Transaction Documents to a release of any Collateral, such Collateral shall the security interest granted herein be released until and unless an Event of Default occurs or therein attach to any Excluded Assetsis continuing.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the The Obligations, each Debtor hereby pledges Hedging Liability and grants to the Secured Party a Lien Funds Transfer, Deposit Account Liability and Note Purchase Agreement Obligations shall be secured by (a) valid, perfected and enforceable Liens on and security interest in and to all of such Debtor’s right, title and interest of (i) STA Holdings, the Borrower and each Domestic Subsidiary in the following properties all capital stock and assets equity interests held by such Person in each of its Domestic Subsidiaries and in 65% of all capital stock and equity interests held by such DebtorPerson in each of its Foreign Subsidiaries, in each case, whether now owned or hereafter formed or acquired, and all proceeds thereof and (ii) each Canadian Borrower, each of their respective Subsidiaries and any parent entity of a Canadian Borrower organized under the laws of Canada in all capital stock and equity interests held by such Debtor or hereafter acquired and Person in each of its Subsidiaries, whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; formed or acquired, and all proceeds thereof, and (jb) valid, perfected (subject to the proviso appearing at the end of this sentence) and enforceable Liens on all Deposit Accountsright, including, without limitationtitle and interest of STA Holdings, the balance from time to time Borrower, each Domestic Subsidiary, and each Canadian Borrower, each of their respective Subsidiaries and any parent entity of a Canadian Borrower organized under the laws of Canada in all bank accounts maintained by such Debtor; and accounts receivable, notes and notes receivable, contract rights (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining excluding any contracts which cannot be assigned or pledged pursuant to their terms except to the other Collateral; and (nextent the applicable restriction on assignment is ineffective under applicable law) all other tangible and intangible property of such Debtorinstruments, includingdocuments, without limitationchattel paper, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 general intangibles (including, without limitation, any proceeds of insurance thereonpatents, insurance claims trademarks, tradenames, copyrights, and all other intellectual property rights, claims and benefits against but in any Person relating theretoevent excluding applications for trademarks based on “intent to use”), other rights investment property, inventory, farm products, machinery, equipment, fixtures, deposit accounts, the real estate currently subject to payments not otherwise included a security interest in favor of the foregoingAdministrative Agent and, subject to Section 4.3 hereof, real estate acquired after the Closing Date, whether now owned or hereafter acquired or arising, and all booksproceeds thereof; provided, correspondencehowever, filesthat: (i) the Lien of the Administrative Agent on Property subject to a Capital Lease or conditional sale agreement or subject to a purchase money lien, recordsin each instance to the extent permitted hereby, invoices shall be subject to the rights of the lessor or lender thereunder (and other papersshall only constitute Collateral hereunder to the extent not restricted thereby), including without limitation all tapes(ii) until an Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, cards, computer runs, computer programs, computer files Liens on deposit accounts maintained by the Borrower and other papers, documents and records each Subsidiary in proximity to its operations (A) for the purpose of paying amounts owing (as opposed to receiving collections of the Collateral as provided in Section 4.2 below) need not be perfected provided that the total amount on deposit at any one time not so perfected (i) shall not exceed $150,000 in any one account or (ii) shall not exceed $1,500,000 in the possession or aggregate for all such accounts and (B) for the purpose of paying payroll need not be perfected so long as such accounts exclusively hold money deposited to pay payroll and such deposits are not made more than two days in advance of the date on which such payroll is due, (iii) Liens on notes and notes receivable and Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the total value of such property at any one time not so perfected shall not exceed $1,000,000 in the aggregate, (iv) the Lien of the Administrative Agent on owned real property shall not be required to be perfected until 60 days after the Closing Date, (v) notations of Liens on certificates of title shall be subject to the timing requirements set forth in the following provisions of this Section 4.1 and (vi) the Liens against the property, assets and undertaking of a Canadian Borrower, any Subsidiary of a Canadian Borrower and any parent entity of a Canadian Borrower, if such parent entity is organized under the control laws of Canada shall only secure the Obligations owing by a Canadian Borrower. The Borrower shall deliver and shall cause each Domestic Subsidiary to deliver, such certificates of title, together with any required fee, to the appropriate Department of Motor Vehicles as soon as practicable but in any event within 45 days after the acquisition of any vehicle to cause the Administrative Agent’s lien to be noted on all such certificates of title. As soon as practicable, but in any event within 45 days of the acquisition of any vehicle, the Borrower shall deliver to the Administrative Agent copies of all properly completed applications to have the Administrative Agent’s Lien noted on the certificate of title therefor and, if such vehicle was previously titled, a copy of such Debtortitle and, if applicable, a copy of a pay-off letter executed by any computer bureau or service company from time to time acting for such Debtorcurrent lienholder. Notwithstanding anything The Administrative Agent may release certificates of title to the contrary contained herein or Borrower in any Transaction Documentconnection with contemplated dispositions of the vehicles in question. Each of the Borrower and the Canadian Borrowers acknowledges and agrees that the Liens on the Collateral shall be granted to the Administrative Agent for the benefit of itself, the Lenders, the L/C Issuer, the Canadian L/C Issuer and the Note Holders and shall be valid and perfected first priority Liens subject, however, to the proviso appearing at the end of the first sentence of this Section 4.1, in no event shall each case pursuant to one or more Collateral Documents from such Persons, each in form and substance reasonably satisfactory to the security interest granted herein or therein attach to any Excluded AssetsAdministrative Agent.

Collateral. (a) As collateral security for the prompt payment in full when due performance of all obligations of every kind (whether at stated maturityincluding, but not limited to, the obligation to make payments pursuant to Section 1 hereof) owed by acceleration Applicant to Bank of America under the Letter of Credit, this Agreement, or otherwise) of , whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, howsoever created, arising or evidenced (the Obligations“Liabilities”), each Debtor Applicant hereby assigns, pledges and grants to the Secured Party Bank of America a Lien on lien upon and a security interest in for Bank of America’s benefit in, and recognizes and admits Bank of America’s unqualified right to: (i) the possession and disposal of any and all Items, all shipping documents, warehouse receipts, policies or certificates of insurance, and other documents accompanying or relative to any Items, and all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles Property (as defined in the UCCbelow) and Software); covered, shipped, or stored under any Items or documents whether or not any Items, documents, or Property shall be released to Applicant, (eii) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, claims which the balance from time to time Applicant may have against anyone else in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to connection with any of the property of such Debtor described in the preceding clauses of this Section 3 (foregoing including, without limitation, any proceeds guarantees, indemnities, agreements or other undertakings, policies of insurance thereonor assurances in connection therewith, (iii) all other Property (A) which, now or hereafter, is in Bank of America’s possession, control, or in transit to, or the pledge of which is at any time registered to, Bank of America or Bank of America’s agent or bailee for any reason or purpose or (B) in which, now or hereafter, Bank of America may have a security interest, securing any of the Liabilities, (iv) all balances, credits, deposits, accounts or moneys, held by Bank of America, now or hereafter, which Applicant owns or in which Applicant may have an interest, and (v) all dividends, distributions and other rights in or with respect to, and substitutions for and products and proceeds of, any of the foregoing being referred to collectively as the “Collateral”. In addition, Applicant agrees: (i) that Applicant shall keep all Collateral that is customarily insured against loss, damage, theft and other risks, insured in amounts and by companies satisfactory to Bank of America, and either assign the policies and certificates of insurance claims to Bank of America or make the loss or adjustment payable to Bank of America, and hold as Bank of America’s agent in trust for Bank of America any proceeds received by Applicant under such policies and promptly deliver the same to Bank of America, (ii) that, if Bank of America at any time deems such insurance inadequate for any reason, Bank of America may procure such insurance as Bank of America deems necessary, at Applicant’s expense, and (iii) to furnish to Bank of America such certificates or other evidence with respect to the foregoing as Bank of America may request. “Property” includes any rights or interests in goods, merchandise, documents, securities, funds, chooses-in-action and any and all rightsother forms of property, claims and benefits against any Person relating thereto)whether tangible or intangible, other rights to payments not otherwise included in the foregoingreal, personal or mixed, and all booksproceeds thereof, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assetswhich are owned by Applicant.

Collateral. As collateral security The Liens granted to Collateral Agent (for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) benefit of the Obligations, each Debtor hereby pledges and grants Secured Parties) pursuant to the Secured Party Collateral Documents (a) constitute as to personal property included in the Collateral a Lien on valid security interest and (b) constitute as to the Mortgaged Property included in the Collateral, upon recording of the Mortgages in the filing office identified in Exhibit D, a valid lien of record and security interest in the Mortgaged Property. The security interest granted to Collateral Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents in the Collateral consisting of personal property will be perfected (i) with respect to any property that can be perfected by filing, upon the filing of financing statements in the filing office identified in Exhibit D, (ii) with respect to any property that can be perfected by control, upon execution of the Control Agreements or the Depositary Agreement, as applicable, and (iii) with respect to the Pledged Equity and any other property (if any) that can be perfected by possession, upon Collateral Agent (or the First Lien Collateral Agent in accordance with the Intercreditor Agreement) receiving possession thereof, and in each case such security interest will be, as to Collateral perfected under the UCC or otherwise as aforesaid and to all of such Debtor’s right, title and interest the extent provided in the following properties UCC, superior and assets prior to the rights of such Debtor, whether now owned by such Debtor or hereafter acquired and whether all third Persons now existing or hereafter coming into existence and wherever located arising whether by way of Lien, assignment or otherwise, except (all being collectively referred to herein as “Collateral”): 1) Permitted Liens described in clause (a), (r) all Instrumentsor (w) of the definition of “Permitted Liens”, together with all payments thereon or thereunder: and (2) to the extent required by Governmental Rule, those matters described in clauses (b) all Accounts; ), (c) all Inventory; ), (d), (e), (h), (k), (n), (o), (p), (q) all General Intangibles (including payment intangibles to the extent such Lien replaces a Lien of the type described in this clause) and (as defined v) of the definition of “Permitted Liens” or pursuant to customary commercial terms in the UCCapplicable leases or other contracts, those Permitted Liens described in clauses (f), (g), (h), (i), (j), (l), (q) (to the extent such Lien replaces a Lien of the type described in this clause) and Software(s) of the definition thereof. Subject to Section 5.13.3, except to the extent possession of portions of the Collateral is required for perfection and except in respect of the Mortgages (which will be recorded along with the associated UCC fixture filings in the recorder’s office identified in Exhibit D as soon as reasonably practicable after the Closing Date); (e) , all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Propertysuch action as is necessary has been taken to establish and perfect Collateral Agent’s rights in and to the Collateral in existence on such date to the extent Collateral Agent’s security interest can be perfected by filing, including without limitation any recording, filing, registration, giving of notice or other similar action. As of the Closing Date, no filing, recordation, re-filing or re-recording other than those listed on Exhibit D is necessary to perfect and maintain the perfection of the interest, title or Liens of the Collateral Documents, and on the Closing Date (or, in respect of the Mortgages and associated UCC fixture filings, as soon as reasonably practicable thereafter), all equity interests now owned such filings or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining recordings will have been made to the other Collateral; and extent Collateral Agent’s security interest can be perfected by filing. Each Co-Borrower has properly delivered or caused to be delivered, or provided control, to Collateral Agent (nor the First Lien Collateral Agent in accordance with the Intercreditor Agreement) or Depositary Agent with respect to all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any Collateral that permits perfection of the property of such Debtor Lien and security interest described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the above by possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assetscontrol.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the its Secured Obligations, each Debtor Obligor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Party Parties as hereinafter provided a Lien on and security interest in and to all of such DebtorObligor’s right, title and interest in in, to and under the following properties property, in each case whether tangible or intangible, wherever located, and assets of such Debtor, whether now owned by such Debtor Obligor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all of the property described in this Section 4 being collectively referred to herein as “Collateral”): (a) to the extent constituting Portfolio Investments or Proceeds thereof, all InstrumentsAccounts, together all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles, all Instruments (including all Promissory Notes), all Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all payments thereon or thereunder:Commodity Accounts and Commodity Contracts), and all Letter-of-Credit Rights where the underlying letter of credit supports a Portfolio Investment; and (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property Proceeds of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in Collateral and, to the preceding clauses of this Section 3 (includingextent related to any Collateral, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, credit files, records, invoices and other papers, papers (including without limitation all tapes, cards, computer runs, computer programs, computer files runs and other papers, papers and documents and records in the possession or under the control of such Debtor, Obligor or any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction DocumentObligor), IT BEING UNDERSTOOD, HOWEVER, that (A) in no event shall the security interest granted herein or therein under this Section 4 attach to any Excluded Assetscontract, property rights, obligation, instrument or agreement to which an Obligor is a party (or to any of its rights or interests thereunder) if the grant of such security interest would constitute or result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such contract, property rights, obligation, instrument or agreement (other than to the extent that any such term would be rendered ineffective by Section 9–406, 9–407, 9–408 or 9–409 of the Uniform Commercial Code as in effect in the relevant jurisdiction) and (B) the Obligors, may by notice to the Collateral Agent, exclude from the grant of a security interest provided above in this Section 4, any Special Equity Interests designated by the Borrower in reasonable detail to the Collateral Agent in such notice (it being understood that the Borrower may at any later time rescind any such designation by similar notice to the Collateral Agent).

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the its Secured Obligations, each Debtor Obligor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Party Parties as hereinafter provided a Lien on and security interest in and to all of such DebtorObligor’s right, title and interest in in, to and under all of the following properties property and assets of such Debtorassets, in each case whether tangible or intangible, wherever located, and whether now owned by such Debtor Obligor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all of the property described in this Section 4, other than the property excluded pursuant to the proviso to this Section 4, being collectively referred to herein as “Collateral”): (a) all InstrumentsAccounts, together all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles (including all Intellectual Property), all Instruments (including all Promissory Notes), all Portfolio Investments, all Pledged Debt, all Pledged Equity Interests, all Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all payments thereon or thereunder:Commodity Accounts and Commodity Contracts), all letters of credit and Letter-of-Credit Rights, all Money and all Goods (including Inventory and Equipment), and all Commercial Tort Claims; (b) to the extent related to any Collateral, all AccountsSupporting Obligations; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and extent related to any of the property of such Debtor described in the preceding clauses of this Section 3 (includingCollateral, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, credit files, records, invoices and other papers, papers (including without limitation all tapes, cards, computer runs, computer programs, computer files runs and other papers, papers and documents and records in the possession or under the control of such Debtor, Obligor or any computer bureau or service company from time to time acting for such DebtorObligor); and (d) all Proceeds of any of the foregoing Collateral. Notwithstanding anything to the contrary contained herein or in any Transaction DocumentPROVIDED, HOWEVER, that (1) in no event shall the security interest granted herein or therein under this Section 4 attach to (and there shall be excluded from the definition of “Collateral”) (A) any contract, property rights, obligation, instrument or agreement to which an Obligor is a party (or to any of its rights or interests thereunder) if the grant of such security interest would constitute or result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein or, (ii) a breach or termination pursuant to the terms of, or a default under, any such contract, property rights, obligation, instrument or agreement (other than to the extent that any such terms would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), or (iii) any assets with respect to which applicable law prohibits the creation or perfection of such security interest therein (other than to the extent that any such prohibition is rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), or (B) any Excluded Assets, and notwithstanding anything to the contrary provided in this Agreement, the term “Collateral” shall not include, and the Obligors shall not be deemed to have granted a security interest in, any Excluded Assets and (2) the Obligors, may by notice to the Collateral Agent, exclude from the grant of a security interest provided above in this Section 4 (and exclude from the definition of “Collateral”), any Special Equity Interests designated by the Borrower in reasonable detail to the Collateral Agent in such notice (it being understood that the Borrower may at any later time rescind any such designation by similar notice to the Collateral Agent).

Collateral. As collateral security for the prompt full and punctual payment in full when due of the Debt and performance of Pledgor’s obligations under the Loan Documents and Pledgor’s obligations under this Agreement (whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, including without limitation the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a)), whether allowed or allowable as claims) (collectively, the “Secured Obligations”), each Debtor Pledgor hereby pledges grants, pledges, hypothecates, transfers and grants assigns to the Secured Party Lender a Lien on first priority and continuing lien on, and first priority security interest interest, in, and, in furtherance of such grant, pledge, hypothecation, transfer and assignment, hereby transfers and assigns to Lender as collateral security, all of Pledgor’s right, title, ownership, equity or other interests in and to all of such Debtor’s right, title and interest in the following properties and assets of such Debtorfollowing, whether now owned by such Debtor or hereafter acquired and whether acquired, now existing or hereafter coming into existence arising and wherever located (all being collectively referred to herein as collectively, the “Collateral”): (a) The legal and beneficial ownership interests in and to (including, without limitation, all InstrumentsEquity Interests (hereinafter defined)) in the Persons described in Schedule 1 attached hereto (each, together with all payments thereon or thereunder:a “Pledged Entity”) as and to the extent of the pledged Equity Interests described on said Schedule 1 (collectively, the “Pledged Equity”); (b) all Accountsrights, privileges, general intangibles, payments intangibles, voting rights, authority and power arising from its interest in the Pledged Equity; (c) the capital of Pledgor and any and all Inventoryprofits, losses, Distributions (as defined below), and allocations attributable to the Pledged Equity as well as the proceeds of any Distribution thereof, whether arising under the terms of any Organizational Agreement (as defined below) or otherwise; (d) all General Intangibles other payments, if any, due or to become due, to Pledgor and all other present or future claims by Pledgor against any Pledged Entity, or in respect of the Pledged Equity, under or arising out of (including payment intangibles i) any Organizational Agreement, (as defined in ii) monies loaned or advanced, for services rendered or otherwise, (iii) any other contractual obligations, commercial tort claims, supporting obligations, damages, insurance proceeds, condemnation awards or other amounts due to Pledgor from any Pledged Entity or with respect to the UCC) and Software)Pledged Equity; (e) all EquipmentPledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the ownership of the Pledged Equity; (f) to the extent permitted by applicable law, Pledgor’s rights, if any, in any Pledged Entity pursuant to any Organizational Agreement, or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of Pledgor relating to the Pledged Equity, including without limitation, the right to (i) execute any instruments and to take any and all Documentsother action on behalf of and in the name of Pledgor in respect of the Pledged Equity, (ii) exercise any and all voting, consent and management rights of Pledgor in or with respect to any Pledged Entity, (iii) exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval with respect to any Pledged Entity, (iv) enforce or execute any checks, or other instruments or orders of any Pledged Entity, and (v) file any claims and to take any action in connection with any of the foregoing, together with full power and authority to demand, receive, enforce or collect any of the foregoing or any property of any Pledged Entity; (g) all ContractsInvestment Property (as such term is defined in Section 9-102 of the UCC (as defined below) issued by or relating to any Pledged Entity, or otherwise relating to the Pledged Equity; (h) all Goodsadditional Equity Interests or other property, securities, or assets now existing or hereafter acquired by Pledgor relating to a Pledged Entity, including, without limitation, as a result of any consolidation, combinations, mergers, reorganizations, acquisitions, exchange offers, recapitalizations of any type, contributions to capital, splits, spin-offs, or similar actions or the exercise of options or other rights relating to the Pledged Equity; (i) To the extent not otherwise included: all Investment Propertyassets and personal property of Pledgor, including without limitation limitation, all equity interests now owned of Pledgor’s accounts, equipment, fixtures, inventory, goods, accessions, software, general intangibles, payment intangibles, deposit accounts, documents, instruments, money, chattel paper (whether electronic or hereafter acquired by such Debtorintangible), investment property, letters of credit, letters of credit rights, supporting obligations, commercial tort claims, oil, gas and mineral rights (whether before extraction or as extracted collateral); (j) all Deposit Accountspartnership certificates, includingmember certificates, without limitationstock certificates, the balance from time to time in all bank accounts maintained by such Debtor; or any other instrument, note, chattel paper or certificate (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarks, Patents and Copyrights; (m) all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests “certificated securities” within the meaning of Section 8-102 of the UCC) (whether or not qualifying as Investment Property) representing the Pledged Equity in real propertyany Pledged Entity and any interest of Pledgor in the entries on the books of any financial intermediary pertaining to such certificates or writings, Proceedsand all options and warrants for the purchase of such Equity Interests now or hereafter held in the name of Pledgor (collectively, tort claims“Certificated Securities”), and all Certificated Securities in any Pledged Entity from time to time acquired by Pledgor in any manner, and any interest of Pledgor in the entries on the books of any financial intermediary pertaining to such Certificated Securities, and all securities convertible into and options, warrants, dividends, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Certificated Securities (including all rights to request or cause the issuer thereof to register any or all of the Collateral under federal and state securities laws to the maximum extent possible under any agreement for such registration rights), and all put rights, tag-along rights or other rights pertaining to the sale or other transfer of such Collateral, together in each case with all right under any Organizational Agreements pertaining to such rights; and (k) (i) all “proceeds” (as such term is defined in Section 9-102 of the UCC) of any or all of the foregoing (whether cash or non-cash proceeds, including insurance proceeds), (ii) whatever is receivable or received when any of the Collateral is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including return premiums, with respect to any insurance relating thereto and also includes all interest, dividends and other property receivable or received on account of any of the Collateral or proceeds thereof, and in any event, shall include all Distributions or other income from any of the Collateral, all collections thereon or all Distributions with respect thereto, and (iii) all proceeds, products, accessions, rents, profits, income, benefits, substitutions, additions substitutions and replacements of and to any of the property Collateral. The inclusion of such Debtor described proceeds in the preceding clauses Collateral does not authorize Pledgor to sell, dispose of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not or otherwise included in use the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or Collateral in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded Assetsmanner not specifically authorized hereby.

Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) To secure all of the Obligationspresent and future obligations and indebtedness of Client to Trinity under this Agreement, each Debtor any other agreement now or hereafter existing between Client and Trinity, or otherwise howsoever arising or incurred, regardless whether direct or indirect, absolute or contingent, arising by operation of law or by agreement, Client hereby pledges irrevocably and unconditionally grants and gives to the Secured Party Trinity a Lien on general and continuing first and senior lien and security interest in and to all of such Debtor’s rightaccounts and invoices and their proceeds purchased by Trinity pursuant to this Agreement, title and interest a general lien in the following properties Client's other assets including, but not limited to, all instruments, documents, chattel paper, general intangibles, inventory, goods, equipment, and assets of such Debtor, whether fixtures which are now existing and owned by such Debtor Client and in all which will hereafter arise or hereafter be acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, by Client; together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) other grants and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned pledges of security heretofore or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, the balance from time to time given; and in all bank accounts maintained reserves, funds, moneys, property, goods, accounts, instruments, documents, chattel paper and general intangibles now existing and hereafter arising, in which Client now has or hereafter acquires any interest whatsoever and which are or come into the possession of Trinity or are or may hereafter be due or payable to Client by such Debtor; (k) Trinity; in all Commercial Tort Claims specified on Schedule VII; (l) proceeds of all Trademarks, Patents of the foregoing; and Copyrights; (m) in all books and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtorevidencing or pertaining, includingin whole or in part, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property foregoing (all of the foregoing herein collectively referred to as the "Collateral"). Client shall execute and deliver to Trinity such Debtor described Uniform Commercial Code financing statements in form and substance required by Trinity, as Trinity shall require to perfect and maintain Trinity's first priority security interest in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such DebtorCollateral. Notwithstanding anything to the contrary contained herein or in this Agreement, Trinity hereby agrees to waive any Transaction Document, in no event shall the of its security interest granted herein or therein attach subordinate its first lien security interest, at Client's request, on certain specific equipment to be purchased by Client and sold to one of Client's account debtors in the future from IBM with defined serial numbers and related proceeds thereof ("IBM Equipment") to IBM Credit Corporation to permit Client or its account debtor to receive certain Purchase Money Security Interest financing from IBM Credit Corporation in the future on said IBM Equipment, provided that there are no advances outstanding against said specific IBM Equipment or any Excluded AssetsAccounts relating to said IBM Equipment from Trinity.

Collateral. As collateral security for the prompt To secure full and complete payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of the Obligations, each Debtor hereby pledges the Borrower and grants to the Guarantors (as the case may be) have executed and delivered the documents described below covering the property and collateral described in this Section 6.1 (which, together with any other property and collateral which may now or hereafter secure the Secured Party a Lien on and security interest in and to all of such Debtor’s rightObligations or any part thereof, title and interest in is sometimes herein called the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “"Collateral”"): (a) The Borrower and the Domestic Guarantors have respectively executed the Pledge and Security Agreement pursuant to which such Persons have granted to the Agent for its benefit and for the benefit of the Banks a first priority security interest in (i) all Instrumentsof such Persons' accounts accessions, together with chattel paper, commercial tort claims, commodity accounts, commodity contracts, deposit accounts, documents, equipment, financial assets, fixtures, general intangibles, goods, instruments, intellectual property, inventory, investment property, letters of credit, letter of credit rights, payment intangibles, licenses, permits, securities, securities accounts, security entitlements, software, supporting obligations, cash and cash accounts, (ii) 100% of the Capital Stock issued to such Persons by any Domestic Subsidiary or Foreign Guarantor, (iii) 65% of the Capital Stock issued to such Persons by any Foreign Subsidiary that is not a Foreign Guarantor, (iv) promissory notes made by any Subsidiary payable to the order of the Borrower or such Domestic Guarantor, and (v) all payments thereon or thereunder:products and proceeds related to any of the above. (b) The Borrower and the Domestic Guarantors have respectively executed the Mortgages pursuant to which such Persons have granted to the Agent for its benefit and for the benefit of the Banks a first priority lien on all Accounts;unencumbered real property owned by such Persons. (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in The Borrower and the UCC) Guarantors shall execute or authenticate and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Propertycause to be executed or authenticated, such further agreements, documents and instruments, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accounts, including, without limitation, as applicable, financing statements under the balance from time UCC, as the Agent, in its sole discretion, deems necessary or desirable to time in all bank accounts maintained by such Debtor; (k) all Commercial Tort Claims specified on Schedule VII; (l) all Trademarkscreate, Patents preserve, evidence, and Copyrights; (m) all books perfect its liens and records pertaining to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all security interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsCollateral.

Collateral. As collateral (a) All right, title, and interest of Borrower in and to the Mortgaged Real Property as described in the Resort Mortgage; (b) Absolute and unconditional first priority Liens and security interests in and to all now owned or hereafter acquired right, title, and interest of Borrower in and to the Encumbered Intervals, together with all appurtenant rights and interests, including but not limited to appurtenant rights and interests in and to the Common Areas and Common Furnishings and all easement, license, and use rights in and to all facilities and amenities available for the prompt payment use and enjoyment of Purchasers as described in full when due the Timeshare Documents; (whether at stated maturityc) Absolute and unconditional first priority Liens and security interests in and to any and all now owned or hereafter acquired right, by acceleration title, and interest of Borrower in and to the Encumbered Personal Property, together with the cash and non-cash proceeds thereof; (d) Absolute and unconditional first priority collateral assignments in and pledges of all now owned or otherwisehereafter acquired right, title, and interest of Borrower in and to all Pledged Notes Receivable, together with all accounts, chattel paper, and general intangibles related thereto and the cash and non-cash proceeds thereof; (e) An absolute and unconditional first priority collateral assignment of any and all leases, subleases, licenses, concessions, entry fees, and other agreements that grant a possessory interest in and to, or the right to use, any Mortgaged Real Property, Encumbered Intervals, Encumbered Personal Property, or any portion thereof (collectively, the "Resort Leases"); (f) An absolute and unconditional first priority collateral assignment of all of the Obligationsrents, each Debtor hereby pledges revenues, income, proceeds, royalties, profits, and grants other amounts payable for using, leasing, licensing, possessing, operating from or in, or otherwise enjoying all or any portion of any Mortgaged Real Property, Encumbered Personal Property, or Encumbered Intervals, including, without limitation, that generated from hotel, restaurant, bar, or spa operations, damages received upon the occurrence of a default under any of the Resort Leases, and all proceeds payable under any policy of insurance covering loss of rents with respect thereto (collectively, the "Resort Income"); (g) An absolute and unconditional first priority collateral assignment of all other agreements to which Borrower or any Affiliate thereof is or becomes a party or holds any interest and which in any way relate to the Secured Party a Lien on design, construction, renovation, use, occupancy, maintenance, operation, or enjoyment of any Mortgaged Real Property, Encumbered Personal Property, or Encumbered Intervals, including but not limited to construction contracts, subcontractors' agreements, architects' contracts, utility contracts, maintenance agreements, management agreements, service contracts, employment agreements, payment and security performance bonds, and any agreement guaranteeing the performance of the obligations contained in any of the foregoing agreements; (h) An absolute and unconditional first priority collateral assignment of Borrower's entire right, title, and interest in and to all Plans, all agreements for the furnishing of such Debtor’s rightarchitectural, title engineering, and/or design services, and interest all construction contracts and other agreements for the furnishing of labor and/or materials in connection with the following properties development and assets construction of such Debtor, whether now owned by such Debtor all or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in any portion of the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all GoodsResort; (i) An absolute and unconditional first priority collateral assignment of all Investment Propertynow owned or hereafter acquired right, including without limitation title, and interest of Borrower in and to any and all equity easements, contracts, leasehold interests (whether as lessor or lessee), permits, licenses, franchises, and approvals in respect of all or any portion of the Resort; (j) First priority Liens and security interests in and to all inventory, supplies, accounts, chattel paper, and general intangibles now owned or hereafter acquired by such Debtor; (j) all Deposit AccountsBorrower or any Affiliate thereof, includingused or useful in connection with, without limitationand placed or to be placed on or under any of the Mortgaged Real Property, including but not limited to the balance from time to time in all bank accounts maintained by such DebtorUnits contained therein, and the Encumbered Intervals, together with the cash and non-cash proceeds thereof; (k) First priority Liens and security interests in and to all Commercial Tort Claims specified on Schedule VIIdocuments, instruments, accounts, chattel paper, and general intangibles relating to the Pledged Notes Receivable and the other Collateral, including the cash and non-cash proceeds thereof; (l) First priority Liens and security interests in and to all Trademarksbooks, Patents records, reports, computer tapes, computer disks, and Copyrightssoftware relating to all or any portion of the other Collateral; (m) Absolute and unconditional first priority collateral assignments of all books rights, powers, privileges, benefits, and records pertaining interests granted or conferred upon Borrower, as "developer" or "declarant," pursuant to the Condominium Declaration, the Timeshare Declaration, and the Condominium Association's and Timeshare Association's respective bylaws; (n) Extensions, additions, improvements, betterments, renewals, substitutions, and replacements of, for, or to any of the other Collateral, wherever located, together with the products, proceeds, issues, rents, and profits thereof and any replacements, additions, or accessions thereto or substitutions thereof, and all rights in or under insurance policies and to the proceeds of any insurance policies covering any of the other Collateral, all rights to unearned or refunded insurance premiums, and the proceeds of any condemnation awards or any claims regarding any of the other Collateral; and (no) all other tangible All now owned or hereafter acquired right, title, and intangible property interest of such Debtor, including, without limitation, all interests Borrower in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rightscollateral for the Timeshare Receivables Purchase Facility, claims and benefits against any Person relating thereto)the Timeshare Construction Credit Facility, other rights to payments not otherwise included in the foregoingTimeshare Receivables Hypothecation Facility, the Bridge Loan Credit Facility, and all books, correspondence, files, records, invoices any other timeshare-related loan or credit facility between Lender and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession Borrower or under the control any Affiliate of such Debtor, any computer bureau or service company from time to time acting for such Debtor. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsBorrower.

Collateral. As collateral security for (a) The due and punctual payment of the prompt payment in full principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due (and payable, whether on an Interest Payment Date, at stated maturity, by acceleration acceleration, repurchase, redemption or otherwise) , interest on the overdue principal of the Obligations, each Debtor hereby pledges and grants interest (to the Secured Party a Lien extent permitted by law), if any, on the Notes and security interest in the Guarantees and to performance of all of such Debtor’s right, title and interest in the following properties and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”): (a) all Instruments, together with all payments thereon or thereunder: (b) all Accounts; (c) all Inventory; (d) all General Intangibles (including payment intangibles (as defined in the UCC) and Software); (e) all Equipment; (f) all Documents; (g) all Contracts; (h) all Goods; (i) all Investment Property, including without limitation all equity interests now owned or hereafter acquired by such Debtor; (j) all Deposit Accountsother obligations under this Indenture, including, without limitation, the balance from time obligations of the Issuer set forth in Section 7.6, and the Notes, the Guarantees and the Security Documents, shall be secured by a Lien on the Fixed Asset Collateral on a first-priority basis and secured by a Lien on the Current Asset Collateral on a second-priority basis, in each case subject to time Permitted Liens, as provided in this Indenture and the Security Documents to which the Issuer and the Guarantors, as the case may be, shall be or shall have become parties to simultaneously with the execution of this Indenture and will be secured by all bank accounts maintained of the Collateral pledged pursuant to the Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. The Issuer, for the benefit of the Holders, hereby appoints UMB Bank, N.A., as the initial Collateral Agent and the Collateral Agent is hereby authorized and directed to execute and deliver the Security Documents. Each Holder by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such Debtor;appointment. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the other Note Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Note Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the other Note Documents, or otherwise exist, against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (kb) all Commercial Tort Claims specified on Schedule VII; (l) all TrademarksEach Holder, Patents by its acceptance of any Notes and Copyrights; (m) all books the Guarantees, consents and records pertaining agrees to the other Collateral; and (n) all other tangible and intangible property of such Debtor, including, without limitation, all interests in real property, Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any terms of the property of such Debtor described in the preceding clauses of this Section 3 Security Documents (including, without limitation, any proceeds the provisions providing for foreclosure and release of insurance thereonCollateral and the automatic amendments, insurance claims and all rightssupplements, claims and benefits against any Person relating thereto)consents, other rights to payments not otherwise included in the foregoing, and all books, correspondence, files, records, invoices waivers and other papers, including modifications thereto without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records the consent of the Holders) as the same may be in the possession effect or under the control of such Debtor, any computer bureau or service company may be amended from time to time acting in accordance with their terms and this Indenture and authorizes and directs the Collateral Agent to execute and deliver the Security Documents, perform its obligations and exercise its rights under the Security Documents in accordance therewith. (c) The Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for such Debtor. Notwithstanding anything the benefit of all the Secured Parties, and that the Lien of this Indenture and the Security Documents in respect of the Secured Parties is subject to and qualified and limited in all respects by the contrary contained herein or in any Transaction Document, in no event shall the security interest granted herein or therein attach to any Excluded AssetsSecurity Documents and actions that may be taken thereunder.