Common use of Grant of Security Interest in Collateral Clause in Contracts

Grant of Security Interest in Collateral. Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”), hereby mortgages, pledges and hypothecates to the Agent for the benefit of the Secured Parties, and grants to the Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contrary, the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreement.

Grant of Security Interest in Collateral. Each Grantor that is not a New Entity hereby confirms its mortgage, pledge, hypothecation and grant of a security interest in all of its right title and interest in the Collateral to the Collateral Agent for the benefit of the Secured Parties pursuant to the Original Security Agreement. Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”)Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Se- cured Parties a Lien lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such GrantorCollateral; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property of a Grantor that at any time constituted Excluded Property becomes Collateral, the Collateral Agent shall cease have, and at all times from and after the date of the Original Security Agreement, be deemed to be Excluded Propertyhave had, a Lien lien on and security interest in such property shall be deemed granted thereinproperty. Notwithstanding anything herein to This Agreement amends and restates the contrary, Original Security Agreement. The obligations of the Grantors under the Original Security Agreement and the grant of security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant Grantors under the Original Security Agreement shall continue under this Agreement and shall not in any event be terminated, extinguished or annulled, but shall hereafter be governed by this Agreement. It is understood and agreed that the Original Security Agreement is being amended and restated by entry into this Agreement by the consent of the Requisite Lenders under the Original Credit Agreement in accordance with Section 7.1 of the Original Security Agreement and in connection with their approval of the amendment and restatement of the Original Credit Agreement on the Restatement Effective Date. All references in other Loan Documents to the “Security Agreement” shall refer to this Agreement in respect Agreement. Notwithstanding any of the other provisions set forth in this Article II or anything else contained in this Agreement or any other Loan Document, the aggregate amount of all Secured Obligations secured under the Collateral Documents by Principal Property (as defined in each Senior Note Indenture) or any shares of capital stock or evidences of Indebtedness (as defined in each Senior Note Indenture) issued by any Domestic Subsidiary (as defined in each Senior Note Indenture) and owned by Wendy’s International, Inc. or any Domestic Subsidiary (as defined in each Senior Note Indenture) (collectively, the “Restricted Property”) shall not, at any time, exceed the aggregate amount (such amount, the “Indenture Threshold Amount”) of Indebtedness (as defined in each Senior Note Indenture) that may be subject to and governed secured by Restricted Property under each Senior Note Indenture, determined in accordance with the terms of each Senior Note Indenture, without requiring holders of the Intercreditor Agreement at any time applicable Senior Notes to be equally and ratably secured in accordance with the Intercreditor Agreement terms of such Senior Note Indenture. It is in effect, understood and without limiting acknowledged by the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees parties hereto (and the Secured Partiesincluding, by their its acceptance of the benefits benefit of this Agreement, hereby acknowledge and agreeeach Secured Party) that (v) as of the security interest granted Restatement Effective Date, the total amount of Secured Obligations is in excess of the Indenture Threshold Amount as of the Restatement Effective Date, (w) from time to time after the Restatement Effective Date, the total amount of the Secured Parties pursuant to this Agreement Obligations may be in excess of the Collateral and their ability to exercise rights and remedies with respect thereto are expressly juniorIndenture Threshold Amount then in effect, subordinated and subject to (x) as of the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor AgreementRestatement Effective Date, the terms Secured Obligations in excess of the Intercreditor Agreement shall control Indenture Threshold Amount are not secured by any Restricted Property hereunder or under any other Collateral Document, (y) at any time after the Intercreditor Agreement is Restatement Effective Date, any Secured Obligations in excess of the Indenture Threshold Amount in effect at such time shall not be secured by any Restricted Property hereunder or under any other Collateral Document and (z) in no event shall any Lien (as defined in each Senior Note Indenture) on any Restricted Property in favor of any Secured Party created hereunder or under any other Collateral Document at any time secure any Secured Obligations in excess of the Indenture Threshold Amount then in effect. In additionFor the avoidance of doubt, to the extent that this Agreement requires calculation of the delivery of any Collateral to the Secured Parties Indenture Threshold Amount at any time when the Intercreditor Agreement is date of determination shall take into account all outstanding Attributable Value (as defined in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent each Senior Note Indenture) of all Sale and Lease-Back Transactions (as bailee for the Secured Parties defined in each Senior Note Indenture) permitted pursuant to the terms last paragraph of Section 1009 of each Senior Note Indenture as of such date and all Indebtedness (as defined in each Senior Note Indenture) of Wendy’s International, Inc. and its Domestic Subsidiaries (as defined in each Senior Note Indenture) secured by Liens (as defined in each Senior Note Indenture) permitted pursuant to the Intercreditor Agreementlast paragraph of Section 1008 of each Senior Note Indenture as of such date.

Grant of Security Interest in Collateral. Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”)Grantor, hereby collaterally assigns, mortgages, pledges and hypothecates to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a Lien lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; provided, however, notwithstanding that only the foregoing, no Lien or security interest outstanding Voting Stock of a direct Subsidiary of such Grantor that is hereby granted on not a Domestic Person possessing (together with any Excluded Propertyother Grantor) up to but not exceeding 65% of the voting power of all classes of Voting Stock of such Subsidiary shall be deemed to be pledged hereunder to secure the Domestic Secured Obligations of such Grantor; and provided, further, that if and when (a) the foregoing grant shall not include any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contrary, the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery consent of any Collateral Person that is not an Affiliate of such Grantor (other than a Governmental Authority) is required under any valid and enforceable Contractual Obligation of any Loan Party for such grant and such consent has not been obtained despite such Grantor's commercially reasonable efforts to obtain it, provided, however, that such exclusion shall operate only for so long as and only to the Secured Parties at any time when extent that (i) such consent as not been obtained, (ii) the Intercreditor Agreement provision in the Contractual Obligation of such Grantor requiring such consent remains valid and enforceable and is not otherwise deemed ineffective by applicable Requirements of Law and (iii) notwithstanding the foregoing in effectthis clause (a), such grant shall include the right to receive any payment of money (including General Intangibles for money due or to become due) from, and any Proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of, any such Collateral and (b) should any Collateral no longer be excluded pursuant to clause (a) above, the Administrative Agent shall be delivered deemed to have, and all times after the First Lien Agent date hereof to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreementhave had, a security interest in such Collateral.

Grant of Security Interest in Collateral. Each Grantor, as collateral As security for the prompt final and complete indefeasible payment to Buyer in cash and performance when due of Seller’s obligations (whether at stated maturityincluding but not limited to the repurchase of Purchased Receivables pursuant to the terms hereof), by acceleration or otherwise) of the Obligations of such Grantor in accordance with liabilities, indemnification obligations and duties to Buyer under the terms of the Loan Documents this Agreement (collectively, the “Secured Obligations”)) in full, Seller hereby mortgages, pledges and hypothecates to the Agent for the benefit of the Secured PartiesBuyer, and grants to the Agent for the benefit of the Secured Parties Buyer a Lien on continuing general lien upon and security interest in, all of its right, title Security Interest in and interest in, to and under the Collateral of such Grantor; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contraryCollateral. The pledge, the security interest lien and Security Interest granted to the Secured Parties Buyer pursuant to this Agreement shall continue in full force and effect until (a) all Purchased Receivables have been paid in cash to Buyer in full pursuant to the terms hereof, (b) all Obligations have been finally and indefeasibly paid to Buyer in ​ ​ cash and performed in full, and (c) Seller has provided to Buyer a fully executed Termination Release, notwithstanding the termination of any other Factoring Document (in whole or in part), the termination of Buyer’s offer to purchase Receivables under this Agreement or any other agreement, document or instrument by or between Seller and Buyer, or the repurchase of any Receivable by Seller. Any balances to the credit of Seller in the Collateral possession of Buyer, and any other property or assets of Seller in the exercise possession of Buyer, shall be held by Buyer as Collateral, and applied in whole or partial satisfaction of the Obligations when due, subject to the terms of this Agreement. Notwithstanding the foregoing, Seller and Xxxxx acknowledge and agree that all Purchased Receivables shall become the property of Buyer upon the date of purchase thereof by Buyer. Seller will execute and deliver to Buyer security agreements, assignments (including, without limitation, assignments of specific Accounts), and other documents and instruments as Buyer may at any right time reasonably request to establish, evidence, attach, perfect, or remedy by the Secured Parties protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Buyer pursuant to this Agreement or any other document between Buyer and Seller or instrument delivered to Buyer in respect of the Collateral shall be subject connection therewith. Seller authorizes Buyer to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effectfile all financing statements, and all continuations or amendments thereof, and deliver, with or without limiting Seller’s execution thereof, any Notice of Assignment to Seller’s Customers and Account Debtors as Buyer determines in Buyer’s sole discretion, to establish, evidence attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Buyer in the foregoingCollateral, and specifically acknowledges is authorization of Buyer to have filed any such financing statements prior to the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits date of this Agreement. Seller agrees that subject to Seller’s rights under Section 9-509(d)(2) of the UCC, hereby acknowledge Seller is not and agree) that shall not be authorized to file any financing statement or amendment, termination or corrective statement with respect to any financing statement filed by Buyer, or with respect to any continuation or amendment thereof, without the prior written consent of Buyer, which may be granted or withheld in Buyer’s sole discretion. Seller will perform any and all actions requested by Xxxxx in Buyer’s sole discretion to establish, attach, perfect or protect any security interest granted interest, pledge, lien, charge, mortgage or other encumbrance of Buyer in Inventory, including without limitation, placing and maintaining signs, appointing custodians, maintaining stock Records and transferring Inventory to the Secured Parties pursuant warehouses. In addition to this Agreement in the Collateral and their ability to exercise all other rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties Buyer pursuant to the terms of this Agreement, Xxxxx shall possess all rights and remedies of a “Secured Party” (as such term is defined in the Intercreditor AgreementUCC) under and pursuant to the terms and provisions of the UCC.

Grant of Security Interest in Collateral. Each The Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the First Lien Notes Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”)Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the First Lien Secured Parties, and grants to the Collateral Agent for the benefit of the First Lien Secured Parties a Lien first priority lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such GrantorCollateral; provided, however, notwithstanding the foregoingthat, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property that at any time constituted Excluded Collateral becomes Collateral, the Collateral Agent shall cease have, and at all times from and after the date hereof be deemed to be Excluded Propertyhave had, a security interest in such property. US_ACTIVE:\43906857\08\79831.0003 Pledge and Security Agreement WMI Holdings Corp. The Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Second Lien Notes Obligations of the Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Second Lien Secured Parties, and grants to the Collateral Agent for the benefit of the Second Lien Secured Parties a second priority lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contraryinterest in, the security all of its right, title and interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject in, to and governed by under the terms of the Intercreditor Agreement Collateral; provided, however, that, if and when any property that at any time constituted Excluded Collateral becomes Collateral, the Intercreditor Agreement is in effectCollateral Agent shall have, and without limiting at all times from and after the foregoingdate hereof be deemed to have had, a security interest in such property. The Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Third Lien Obligations of the Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent on behalf for the benefit of itself and the Secured Parties hereby acknowledges and agrees (and the Third Lien Secured Parties, by their acceptance and grants to the Collateral Agent for the benefit of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Third Lien Secured Parties in a third priority lien on and security interest in, all of its right, title and interest in, to and under the Collateral Collateral; provided, however, that, if and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of when any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control property that at any time constituted Excluded Collateral becomes Collateral, the Intercreditor Agreement is Collateral Agent shall have, and at all times from and after the date hereof be deemed to have had, a security interest in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreementproperty.

Grant of Security Interest in Collateral. Each GrantorAs an inducement for the Secured Parties to extend the loans as evidenced by the Debentures and to secure the complete and timely payment, performance and discharge in full, as collateral security for the prompt and complete payment and performance when due (whether at stated maturitycase may be, by acceleration or otherwise) of all of the Obligations of such Grantor in accordance with Obligations, the terms of the Loan Documents (the “Secured Obligations”)Debtor hereby unconditionally and irrevocably pledges, hereby mortgages, pledges grants and hypothecates to the Agent for the benefit of the Secured Parties, and grants to the Agent for the benefit of the Secured Parties a Lien on and continuing security interest inin and to, a lien upon and a right of set-off against all of its their respective right, title and interest inof whatsoever kind and nature in and to, to and under the Collateral of such Grantor; provided(a “Security Interest” and, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contrarycollectively, the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy “Security Interests”). The Security Interest is, by the Secured Parties pursuant to this Agreement in respect virtue of the Collateral shall Subordination Agreement entered into by Accentia Biopharmaceuticals, Inc on the date hereof (as the same may be subject amended, modified and/or supplemented from time to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is time), senior in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject priority to the security interest granted by the Company to Accentia Biopharmaceuticals, Inc. The Security Interest and lien granted hereby is subordinate to the First Lien Secured Parties first priority security interests listed in the Collateral Exhibit A or Exhibit B hereto (“Existing Priority Liens”) and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant subject to the terms of that certain Subordination Agreement (as amended, modified, supplemented and/or restated from time to time) by and among the Intercreditor AgreementSecured Parties and the Senior Lenders (as defined therein). Nothing herein shall be deemed to amend, modify, supplement, supercede and/or recharacterize in any manner whatsoever the security interests and liens previously granted by the Company under other security agreements with the secured parties identified on Exhibit A all of which security agreements remain in full force and effect in accordance with their terms. The rights and interest of each of the Holders of the Debentures in the Security Interest and lien created hereby shall be pari passu.

Grant of Security Interest in Collateral. Each GrantorTo secure the Performance ---------------------------------------- of all of the Obligations, as collateral together with the Performance of all obligations of any Borrower to Lender arising in connection with the Warehouse Loan, Borrower hereby grants to Lender a security interest in and collaterally assigns to Lender the Collateral. Such security interest shall be absolute, continuing, perfected, direct, first, exclusive and applicable to all existing and future Advances and to all of the Obligations. In addition, each Borrower acknowledges and agrees that, for purposes of administrative convenience to Borrowers collectively, Borrowers have requested, and Lender has agreed, to permit the prompt Primary Borrowing Base to be calculated on a consolidated basis, with the further result that the determination of any Borrowing Base Shortfall which would obligate Borrower to make the payments required by paragraph 2.7(b) herein ---------------- shall only occur if a Borrowing Base Shortfall exists on a consolidated basis. The foregoing approach results in significant administrative conveniences to each Borrower, in that each Borrower may benefit from over-collateralization existing on a consolidated basis by virtue of the fact that such an approach permits the streamlined release procedure described in first sentence of paragraph 3.2 hereof. Accordingly, each Borrower hereby acknowledges that it ------------- has received benefit from the consolidated Borrowing Base Reporting procedure implemented by this Agreement, and complete each Borrower acknowledges that the security interest granted in favor of Lender pursuant to this Agreement, and pursuant to each of the Mortgages, shall secure, up to the full amount of the applicable Borrowing Base contributed by each such Borrower, the payment and performance when due of all Obligations of each Borrower to Lender. Borrower further warrants and guarantees the enforceability of Lender's security interest in the Collateral. Lender is hereby appointed Borrower's attorney-in-fact to take any and all actions in Borrower's name and/or on Borrower's behalf deemed necessary or appropriate by Lender with respect to the collection and remittance of payments (whether at stated maturity, by acceleration or otherwiseincluding the endorsement of payment items) received on account of the Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”), hereby mortgages, pledges and hypothecates to the Agent for the benefit of the Secured Parties, and grants to the Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such GrantorCollateral; provided, however, notwithstanding the foregoing, no Lien or security interest that Lender shall not take any action which is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security described in such property shall be deemed granted thereinparagraph 7.2(c) unless an Event of Default exists. Notwithstanding anything herein to the contrary, the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreement.----------------

Grant of Security Interest in Collateral. Each GrantorTo secure the Performance of all of the Obligations, as collateral Borrower hereby grants to Lender a security interest in and collaterally assigns to Lender the Collateral. Such security interest shall be absolute, continuing, perfected, direct, first, exclusive and applicable to all existing and future Advances and to all of the Obligations. In addition, each Borrower acknowledges and agrees that, for purposes of administrative convenience to Borrowers collectively, Borrowers have requested, and Lender has agreed, to permit the prompt Borrowing Base to be calculated on a consolidated basis, with the further result that the determination of any Borrowing Base Shortfall which would obligate Borrower to make the payments required by PARAGRAPH 2.7(b) herein shall only occur if a Borrowing Base Shortfall exists on a consolidated basis. The foregoing approach results in significant administrative conveniences to each Borrower, in that each Borrower may benefit from over-collateralization existing on a consolidated basis by virtue of the fact that such an approach permits the streamlined release procedure described in first sentence of PARAGRAPH 3.2 hereof. Accordingly, each Borrower hereby acknowledges that it has received benefit from the consolidated Borrowing Base Reporting procedure implemented by this Agreement, and complete each Borrower acknowledges that the security interest granted in favor of Lender pursuant to this Agreement, and pursuant to each of the Mortgages, shall secure, up to the full amount of the Borrowing Base contributed by each such Borrower, the payment and performance when due of all Obligations of each Borrower to Lender. Borrower further warrants and guarantees the enforceability of Lender's security interest in the Collateral. Lender is hereby appointed Borrower's attorney-in-fact to take any and all actions in Borrower's name and/or on Borrower's behalf deemed necessary or appropriate by Lender with respect to the collection and remittance of payments (whether at stated maturity, by acceleration or otherwiseincluding the endorsement of payment items) received on account of the Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”), hereby mortgages, pledges and hypothecates to the Agent for the benefit of the Secured Parties, and grants to the Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such GrantorCollateral; provided, however, notwithstanding the foregoing, no Lien or security interest that Lender shall not take any action which is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security described in such property shall be deemed granted therein. Notwithstanding anything herein to the contrary, the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise PARAGRAPH 7.2(C) unless an Event of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor AgreementDefault exists.

Grant of Security Interest in Collateral. Each GrantorTo secure the performance of all of the obligations under the Loan Documents, as collateral Borrower hereby pledges, grants and assigns to Lender a security for interest in and lien on, and collaterally assigns to Lender, the Collateral. Such security interest shall be absolute, continuing, perfected, direct, of first priority, exclusive and applicable to all amounts outstanding under the Loan and to all of Borrower’s obligations under the Loan Documents. Lender’s security interest in the Collateral shall secure the prompt and complete payment and performance in full when due (due, whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, including, without limitation, payment in full of all principal and interest on the Note (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Obligations Bankruptcy Code, or any successor provision thereof), and all costs of collection, including reasonable attorneys’ fees and expenses, incurred by Lender in collecting such Grantor in accordance amounts, whether now existing or hereafter arising, howsoever evidenced or created, actual, direct, fixed or contingent. Borrower will unconditionally assign, endorse and deliver to Lender, with the terms full recourse, all Timeshare Loans which are part of the Loan Documents (Collateral. Borrower further warrants and guarantees the “Secured Obligations”), security interest granted in the Collateral. Lender is hereby mortgages, pledges appointed Borrower’s attorney-in-fact to take any and hypothecates all actions in Borrower’s name and/or on Borrower’s behalf deemed necessary or appropriate by Lender with respect to the Agent for perfection of Lender’s security interest in the benefit Collateral, and the collection and remittance of payments (including the endorsement of payment items) received on account of the Secured Parties, and grants to the Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such GrantorCollateral; provided, however, notwithstanding that Lender shall not utilize the foregoing, no Lien or security power of attorney to take any action including that which is described in Section 7.2(4) unless an Event of Default exists. Lender may notify Persons bound thereby of the existence of Lender’s interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contrary, the security interest granted to the Secured Parties pursuant to this Agreement as assignee in the Collateral and the exercise of request from any right or remedy Person bound by the Secured Parties pursuant Collateral any information relating to this Agreement in respect him. Borrower authorizes Lender to file a UCC financing statement and confirms Lender’s authority to pre-file the UCC financing statement as of the Collateral shall be subject to and governed by the terms date of the Intercreditor Agreement at any time the Intercreditor Agreement is pre-filing; provided that Lender has provided copies of such UCC financing statements in effect, and without limiting the foregoing, the Agent on behalf advance of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreementfiling.

Grant of Security Interest in Collateral. Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration a) Promptly (but in any event within 10 Business Days) after any one or otherwise) of the Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”), hereby mortgages, pledges and hypothecates to the Agent for the benefit of the Secured Parties, and grants to the Agent for the benefit of the Secured Parties a Lien more dates on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease which either FDX Rating ceases to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contraryan Investment Grade Rating, the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In additionBorrower shall, to the extent that this Agreement requires the delivery of any Collateral provided for in Section 6.24 (b), (i) grant, and cause its Subsidiaries to grant, to the Secured Parties at any Collateral Agent, a first priority Lien on the Designated Collateral other than Designated Collateral owned by Caliber and its Subsidiaries (the "FDX Collateral"), which Lien shall equally and ratably secure the Obligations under the Loan Documents and the obligations under each of the New Credit Agreement Documents and the L/C Facility, and (ii) cause Caliber and Caliber's Subsidiaries to grant, to a collateral trustee designated by Xxxxxx, a first priority Lien on all the capital stock of Caliber's Subsidiaries which constitute part of the Designated Collateral (the "Caliber Collateral"), which Lien shall equally and ratably secure the Obligations under the Loan Documents, the obligations under each of the New Credit Agreement Documents and the L/C Facility and the notes issued under the Caliber Indenture. All such Liens granted pursuant to this Section 6.26 shall be granted in the following order: first, on the capital stock of Caliber and all Caliber Collateral; second, on the airframes and engines of FedEx; third, on all (and not part) of the accounts receivable of FedEx and its Subsidiaries; and fourth, as designated by Xxxxxx, on the motor vehicles and real estate of FedEx and its Subsidiaries, and the intercompany indebtedness owed to the Borrower by its Subsidiaries, in each case, to the extent constituting part of the Designated Collateral. From time when to time, the Intercreditor Agreement is in effectBorrower and its Subsidiaries shall execute and deliver, or cause to be executed and delivered, such Collateral shall be delivered additional agreements, instruments, certificates (including without limitation any good standing certificates), legal opinions or documents, and take all such actions, as Xxxxxx may reasonably request, for the purposes of implementing or effectuating this Section 6.26 or the Security Documents, or of more fully perfecting, preserving or renewing the rights of Xxxxxx and the Lenders with respect to the First Lien Agent Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other Property or assets hereafter acquired by the Borrower or its Subsidiaries which is or may be deemed to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms part of the Intercreditor AgreementCollateral) pursuant hereto or thereto.