Common use of Grant of Security Interests Clause in Contracts

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)pledged), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secretsTrade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents Documents, Instruments and Instrumentsother assets (including cash), (ix) the Cash Collateral Account and all monies, securities securities, instruments and instruments other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xxi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing first priority security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account established for such Assignor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (vii) all Patents and Copyrights and all reissues, renewals or extensions thereof, (viii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secret Rights, (ix) all insurance policies, (x) all Permits, (xi) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (xxii) all Proceeds and products of any and all of the foregoing (all of the above, above collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agentpledge, and does hereby pledge hypothecate and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: acquired (all of the following being collectively called, the "Collateral"): all Accounts, all Chattel Paper, all Documents, all General Intangibles, all Goods, all Instruments, all Insurance, all Intellectual Property, all Investment Related Property, all Letter of Credit Rights, all Money, all Supporting Obligations (to the extent not otherwise included above), and all Proceeds, products, accessories, rents and profits of or in respect of the foregoing, it being understood, that without limitation of the foregoing, the Collateral shall include (i) each and every Receivableall Receivables, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all InventoryEquipment, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viv) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof, (viivi) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information Proprietary Information of such Assignor, including, but not limited to, trade secretsTrade Secrets Rights, and (viiivii) all other Goods, General Intangibles, Chattel Paper, Documents Deposit Accounts (including any and Instruments, (ix) the all Cash Collateral Account Accounts) and all monies, securities securities, instruments and instruments other investments deposited or required to be deposited in such Cash Collateral Account, and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehiclesDeposit Accounts.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents Documents, Permits, Investment Property (other than Pledged Securities), Instruments and Instrumentsother assets (including cash), (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xxi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, (x) the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (iiy) no Assignor shall be required to take any action to perfect any security interest in motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligationsthe Obligations of such Assignor, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents Documents, Instruments and Instrumentsother assets of such Assignor, (ix) the Cash Collateral Account and all monies, securities and instruments Instruments deposited or required to be deposited in such Cash Collateral Account, Account and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentencethis Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehiclesas in effect on the date hereof).

Grant of Security Interests. (a) As security for the --------------------------- prompt --------------------------- and complete payment and performance when due of all of its the Obligations, each Assignor the Pledgor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Permitted Liens) in, all of the right, title and interest of such Assignor the Pledgor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) the Cash Collateral Account established for the Pledgor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor the Pledgor symbolized by the Marks, (vivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such Assignor the Pledgor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignorthe Pledgor, including, but not limited to, trade secretsTrade Secrets, (viiiix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Instruments (ix) other than the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral AccountPledged Securities), and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its the Obligations, each Assignor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Permitted Liens) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secretsTrade Secrets, (viiiix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Instruments (ix) other than the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral AccountPledged 201 EXHIBIT I Page 3 Securities), and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, Creditors a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all ContractsContracts (other than Excluded Contracts except to the extent provided in the definition thereof), together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) the Cash Collateral Account established for such Assignor and all monies, securities, Financial Assets, Investment Property and instruments deposited in or credited to or required to be deposited in or credited to such Cash Collateral Account, (vii) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms canto the extent not be pledgedconstituting Excluded Contracts) and all other proprietary information of such Assignor, including, but not limited to, trade secretsTrade Secrets Rights, (viiiix) all insurance policies, (x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Instruments (ix) other than the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral AccountPledged Securities), and (xxi) all Proceeds and products of any and all of the foregoing (all of the above, above collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of such the Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the Assignor symbolized by the Marks, (vii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets, (x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (xxi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secretsTrade Secret Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents Documents, Instruments and Instrumentsother assets (including cash), (ix) the Cash Collateral Account and all monies, securities securities, instruments and instruments other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xxi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured CreditorsFunds, a continuing security interest of first priority in, in all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secretsTrade Secret Rights, (viii) all insurance policies, (ix) all Permits, (x) all other Goods, General Intangibles, Chattel Paper, Documents Documents, Instruments and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral AccountInvestment Property, and (xxi) all Proceeds and products of any and all of the foregoing (all of the above, above collectively, the "Collateral"). Notwithstanding anything to ; provided however, that the contrary contained in the immediately preceding sentence, the term Collateral shall not include the assets of the Company or AuraSound licensed to (iA) any direct Contract between any United States Government Authority and any Assignor Daewoo Electronics Co., Ltd. pursuant to that certain License Agreement dated August 19, 1996 (the "Daewoo License Agreement") only to the extent a security interest in such Collateral is prohibited under the original terms of the Daewoo License Agreement, and (iiB) motor vehiclesSpeaker Acquisition Sub pursuant to that certain Assignment and License Agreement dated July 15, 1999 (the "Algo License Agreement") only to the extent a security interest in such Collateral is prohibited under the original terms of the Algo License Agreement.

Grant of Security Interests. (a) As collateral security for the prompt --------------------------- and complete payment and performance when due by each Assignor of all of its such Assignor’s Obligations, and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to make the Loans and provide the other financial accommodations to the Borrowers contemplated therein, each such Assignor does hereby grant, pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent, in its capacity as Collateral Agent for the benefit of the Secured Creditorshereunder, subject to Section 1.2, a continuing security interest of first priority in, in all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquiredacquired or created: (i) all cash, accounts, Deposit Accounts, Investment Property, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, (iiiii) all Contracts, together with all Contract Rights arising thereunder (thereunder, and all equity and debt securities and other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))interests in any and all Unrestricted Subsidiaries, (iiiiv) all Inventory, (ivv) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vvii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viviii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiix) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignorinformation, including, but not limited to, trade secretsTrade Secrets, (viiix) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ixxiv) all Letter-of-Credit Rights, (xv) any existing Commercial Tort Claims, (xvi) all other personal property of such Assignor, whether now owned or hereafter acquired, (xvii) all documents of title evidencing or issued with respect to any of the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Accountforegoing, and (xxviii) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the "“Collateral"”). Notwithstanding anything ; provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (v) or (w) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (w) of Section 7.10(a) of the Credit Agreement, to the contrary contained extent that the Lender (as defined in that certain Loan Agreement by and among Huntsman Headquarters Corporation, Huntsman Petrochemical Corporation, Huntsman Chemical Corporation, Huntsman Packaging Corporation and U.S. Bank of Utah dated as of December 17, 1996 (the “Headquarters Loan Agreement”)) has consented to the grant by Huntsman Headquarters Corporation of a security interest in any Collateral (as defined in the immediately preceding sentence, the term Collateral shall not include (iHeadquarters Loan Agreement) any direct Contract between any United States Government Authority and any Assignor hereunder); and (ii3) motor vehiclescapital stock not required to be pledged hereunder pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby here by assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, in all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such any Assignor symbolized by the Marks, (vi) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents Documents, Instruments and Instrumentsother assets of such Assignor, (ix) the Cash Collateral Account and all moniesmoneys, securities and instruments Instruments deposited or required to be deposited in such Cash Collateral Account, Account and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secretsTrade Secrets Rights, (viii) all other Goods, General Intangibles, Permits, Chattel Paper, Documents Documents, Instruments, Investment Property (except to the extent pledged under the Pledge Agreement) and Instrumentsother assets (including cash), (ix) the Cash Collateral Account and all monies, securities securities, instruments and instruments other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xxi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its ObligationsObligations (all capitalized terms used herein and defined in Section 9.1 shall be used herein as so defined), each the Assignor does hereby sell, assign and transfer unto the Collateral AgentAssignee, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, Assignee a continuing security interest of first priority in, all of the right, title and interest of such the Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, ; (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)), thereunder; (iii) all Inventory, ; (iv) all Equipment, ; (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such the Assignor symbolized by the Marks, ; (vi) all Patents and Copyrights, ; (vii) all computer programs of such the Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such the Assignor, including, but not limited to, trade secrets, ; (viii) all cash of the Assignor wherever held and in whatever form; (ix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Instruments (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, other than Pledged Stock); and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs pro grams of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, in each case for the benefit of the Secured Creditors, a continuing security interest of first priority inpriority, subject only to Permitted Liens, in all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts (other than Excluded Contracts, except to the extent provided in the definition thereof), together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms canto the extent not be pledgedconstituting Excluded Contracts, except to the extent provided in the definition thereof) and all other proprietary information of such Assignor, including, but not limited to, trade secretssecrets and Trade Secret Rights, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and InstrumentsInstruments (other than Pledged Securities), (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentenceforegoing, the term Collateral "Collateral" shall not include (i) any direct Contract between any United States Government Authority Receivable and any Assignor related asset from and (ii) motor vehiclesafter the time that same is transferred to the Receivables Subsidiary pursuant to the Accounts Receivable Facility Documents.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its ObligationsObligations (all capitalized terms used herein and defined in Section 9.1 shall be used herein as so defined), each Assignor of the Assignors does hereby sell, assign and transfer unto the Collateral AgentLender, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, Lender a continuing security interest of first priority in, all of the right, title and interest of each of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, ; (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)), thereunder; (iii) all Inventory, ; (iv) all Equipment, ; (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business businesses of such Assignor each of the Assignors symbolized by the Marks, ; (vi) all Patents and Copyrights, ; (vii) all computer programs of such Assignor each of the Assignors and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignoreach of the Assignors, including, but not limited to, trade secrets, ; (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such the Cash Collateral Account; (ix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than Pledged Stock); and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, Creditors a continuing security interest of first priority in, all of the right, title and interest of such each Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account established for such Assignor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (vii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets, (ix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (x) all Proceeds and products of any and all of the foregoing (all of the above, above collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its the Obligations, each the Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and here by grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Liens permitted under Section 9.01 of the Credit Agreement) in, all of the right, title and interest of such the Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) the Cash Collateral Account (B) established for the Assignor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account (B), (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such the Assignor symbolized by the Marks, (vivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such the Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such the Assignor, including, but not limited to, trade secretsTrade Secrets, (viiiix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Instruments (ix) other than the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral AccountPledged Securities), and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligationsthe Obligations of such Assignor, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the 336 business of such Assignor symbolized by the Marks, (vi) all Patents and Patents, (vii) all Copyrights, (viiviii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information Proprietary Information and Trade Secrets of such Assignor, including, but not limited to, trade secrets, (viiiix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ixx) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, Account and (xxi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of such the Assignor in, to and under all of the followingfollowing (in each case, to the extent not subject to any liens created pursuant to the Synthetic Lease Financing Documents), whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the Assignor symbolized by the Marks, (vii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets, (x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (xxi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As Each Assignor, as security for the prompt --------------------------- and complete payment and performance when due of all of its Obligationsthe Obligations of such Assignor, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, Creditors a continuing security interest (or, in the case of first priority clause (vii) below to the extent not registered with the United States Patent and Trademark Office, a security interest to the extent permitted by applicable law) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the such Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account established for such Assignor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (vii) all Patents and Copyrights and all reissues, renewals or extensions thereof, (viii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secret Rights, (ix) all insurance policies, (x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (xxi) all Proceeds and products of any and all of the foregoing (all of the above, above collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the full and prompt --------------------------- and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of its the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured CreditorsParties, a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Liens permitted under Section 8.02 of the Credit Agreement and existing on the Restatement Effective Date) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: acquired (all of the following, with respect to any single Assignor, collectively, the "Collateral"): (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))there-under, (iii) all Inventory, (iv) the Cash Collateral Account established for the Assignor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such the Assignor symbolized by the Marks, (vivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such the Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such the Assignor, including, but not limited to, trade secrets, (viiiix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Instruments (ix) other than the Cash Collateral Account Pledged Securities and all monies, securities and instruments deposited any other capital stock or promissory notes not required to be deposited in such Cash Collateral Accountpledged pursuant to the Xtra Pledge Agreement), and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything Collateral referred to the contrary contained in the immediately preceding sentence, the term Collateral shall not include clauses (i) through (ix) above and this clause (x); provided, however, that to the extent that any direct Contract between may be terminated (in accordance with the terms thereof after giving effect to any United States Government Authority and applicable laws) in the event of the granting of a security interest therein, or in the event the granting of a security interest in any Assignor and (ii) motor vehiclesContract shall violate applicable law, then the security interest granted hereby shall be limited to the extent necessary so that such Con- tract may not be so terminated or no such violation of law shall exist, as the case may be.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secretsTrade Secret Rights, (viii) all software licensing rights, (ix) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents Documents, Instruments and Instrumentsother assets, (ixx) the Cash Collateral Account and all monies, securities securities, instruments and instruments other investments deposited or required to be deposited in such Cash Collateral Account, and (xxi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding ; provided that, notwithstanding the foregoing or anything contained herein to the contrary contained in contrary, "Collateral" shall specifically exclude the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehiclesExcluded Assets.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of such the Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the Assignor symbolized by the Marks, (vii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets, (x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (xxi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentencethis Agreement, the term Collateral "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (i) it being understood that at such time as such assets are no longer subject to any direct Contract between such Equipment Financing Transaction and the same continue to be owned by any United States Government Authority and any Assignor and (ii) motor vehiclesAssignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its the Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the ratable benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) the Cash Collateral Account if established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (vii) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secretsTrade Secret Rights, (viiiix) all insurance policies, (x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, Instruments (ix) other than the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral AccountPledged Securities), and (xxi) all Proceeds and products of any and all of the foregoing (all of the above, above collectively, the "Collateral."). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority inpriority, subject only to Permitted Liens, in all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts (other than Excluded Contracts), together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms canto the extent not be pledgedconstituting Excluded Contracts) and all other proprietary information of such Assignor, including, but not limited to, trade secretssecrets and Trade Secret Rights, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral AgentLender, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured CreditorsLender, a continuing security interest of first priority in, and lien on, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)pledged), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, Account and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything the foregoing provisions of Section 1.1, to the contrary contained extent that any General Intangibles, not including any Receivables, included in the immediately preceding sentenceterm "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the term Collateral consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not include (i) be included in the "Collateral"; provided, however, upon obtaining any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehiclesof such consents, such General Intangibles shall be included in the "Collateral".

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its the Obligations, each the Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, Creditors a continuing security interest of first priority in, all of the right, title and interest of such the Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such the Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account established for the Assignor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (vii) all Patents and Copyrights and all reissues, renewals or extensions thereof, (viii) all computer programs of the Assignor and all intellectual property rights therein and all other proprietary information of the Assignor, including, but not limited to, Trade Secrets, (ix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (x) all Proceeds and products of any and all of the foregoing (all of the above, above collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which would be breached by their terms cannot be pledged (although the right to receive payments grant of money due or to become due thereunder shall not be excluded from the security interest interests created hereunder)therein pursuant to the terms of this Agreement), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (x) Books, (xi) Investment Property and (xxii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the --------------------------- prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all ContractsContracts (other than Excluded Contracts except to the extent provided in the definition thereof), together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder))thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms canto the extent not be pledgedconstituting Excluded Contracts) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentenceforegoing, the term Collateral "Collateral" shall not include any Specified Asset that is transferred to the Receivables Entity pursuant to (ibut only after the execution and delivery of) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehiclesthe Accounts Receivable Facility Documents.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which would be breached by their terms cannot be pledged (although the right to receive payments grant of money due or to become due thereunder shall not be excluded from the security interest interests created hereunder)therein pursuant to the terms of this Agreement), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (x) all Books, (xi) all Investment Property and (xxii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the following property 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 and wherever located (a) As collectively, the “Collateral”), as collateral security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations(whether at the stated maturity, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit by acceleration or otherwise) of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, Obligations (whether now existing or hereafter arising hereafter): (a) all Accounts; (b) all Chattel Paper; (c) all Commercial Tort Claims, including those specifically described on Schedule 7 hereto (as such schedule may be updated from time to time acquired: time); (d) all Deposit Accounts and all Securities Accounts (other than Excluded Accounts that are Excluded Assets); (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) each and every Receivable, all Goods; (iij) all ContractsInstruments; (k) all Intellectual Property and all claims and the right to sue at law or in equity for any infringement or other violation thereof, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged (although including the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)), all proceeds and damages therefrom; (iiil) all Inventory, ; (ivm) all EquipmentInvestment Property (including all Pledged Collateral), (v) and all Marksrights, together interests and claims with the registrations and right to all renewals respect thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, and (x) all Proceeds and products of including under any and all related agreements, instruments and other documents; (n) all Letter-of-Credit Rights; Letters of the foregoing Credit, Promissory Notes, and Drafts; (o) all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include Money; (ip) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.all Receivables;