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 the 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 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, (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 and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents, Instruments and other assets of such Assignor, (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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such Assignorits 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 in, in all of the right, title and interest of such Assignor in, to and under all personal and fixture property of such Assignor of every kind and nature, whether now existing or hereafter from time to time acquired, including, without limitation, 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, (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 and all other proprietary information of such Assignor, including, but not limited to, trade secretsTrade Secret Rights, (viii) all software and all software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all other recorded data of any kind or nature, regardless of the medium of recording, (ix) all other Goods, General Intangibles, Investment Property, Permits, Chattel PaperPaper (whether tangible or electronic), Documents, Instruments Documents and other assets of such AssignorInstruments, (ixx) all Letter of Credit Rights (whether or not the respective letter of credit is evidenced by a writing), (xi) all commercial tort claims, (xii) all cash, (xiii) the Cash Collateral Account and all monies, securities securities, instruments and Instruments other investments deposited or required to be deposited in such the Cash Collateral Account Account, (xiv) all other bank, demand, deposit, 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, (xv) all Supporting Obligations, and (xxvi) 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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such Assignorits 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 thereunderthereunder (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, 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, Permits, Investment Property (other than Pledged Securities), Instruments and other assets of such Assignor(including cash), (ix) the Cash Collateral Account and all monies, securities and Instruments instruments deposited or required to be deposited in such Cash Collateral Account 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 this Agreementthe immediately preceding sentence, (x) the term Collateral shall not include any American Supplies as defined direct Contract between any United States Government Authority and any Assignor and (y) no Assignor shall be required to take any action to perfect any security interest in the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on the date hereof)motor vehicles.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such Assignorits 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 thereunderthereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money 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, 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, Instruments Documents and other assets of such AssignorInstruments, (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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such Assignorits 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 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, (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 and instruments deposited or required to be deposited in such Cash Collateral Account, (vii) all Patents and Copyrights, Copyrights and all reissues, renewals or extensions thereof, (viiviii) 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 secretsTrade Secret Rights, (viiiix) all insurance policies, (x) all Permits, (xi) all other Goods, General Intangibles, Chattel Paper, Documents, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all monies, securities Documents and Instruments deposited or required to be deposited in such Cash Collateral Account (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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such Assignorits 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 thereunderthereunder (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, 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, Instruments Documents and other assets of such AssignorInstruments, (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 this Agreementthe immediately preceding sentence, the term Collateral shall not include (i) any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs direct Contract between any United States Government Authority and Caterair any Assignor and (as in effect on the date hereof)ii) motor vehicles.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such Assignorits 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 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, (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 Copyrights, Copyrights and all reissues, renewals or extensions thereof, (viivi) all computer programs of such Assignor and all intellectual property rights therein 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, Instruments Deposit Accounts (including any and other assets of such Assignor, (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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on the date hereof)Deposit Accounts.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such Assignorits 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 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, (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 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, Instruments and other assets of such Assignor(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 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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such AssignorObligations, 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, (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 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, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all monies, securities Documents and Instruments deposited or required to be deposited in such Cash Collateral Account (other than the Pledged 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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such Assignorits Obligations, each Assignor does hereby assign and transfer unto the Collateral AgentAgent (and hereby reconfirms its assignment under the Original Security Agreement), and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured CreditorsCreditors (and hereby reconfirms its pledge and grant under the Original Security Agreement), 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 thereunderthereunder (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, 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, Instruments Documents and other assets of such AssignorInstruments, (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 this Agreementthe immediately preceding sentence, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on the date hereof)motor vehicles.

Grant of Security Interests. (a) As security for the prompt and --------------------------- complete payment and performance when due of all of the Obligations of such Assignorits 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 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, (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 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, Instruments and other assets of such Assignor(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 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 ; provided -------- however, that (x) in the case of any Instruments, Contracts, Chattel Paper or ------- General Intangibles that would otherwise be included in the Collateral, no security interest in the right, title and interest of any Assignor thereunder or therein will be granted pursuant to this Section 1.1 (and such Instruments, Contracts, Chattel Paper or General Intangibles shall not be deemed to constitute a part of the Collateral) for so long as, and to the contrary contained in this Agreementextent that, the term Collateral granting of a security interest in the right, title and interest of such Assignor thereunder or therein pursuant to the terms hereof would result in a breach, default or termination of such Instruments, Contracts, Chattel Paper or General Intangibles, although the provisions of this clause (x) shall not include apply to (and the security interests created hereunder shall extend to) (i) the right to receive monies due or to become due pursuant to such Instruments, Contracts, Chattel Paper or General Intangibles, (ii) any American Supplies as defined equity interests owned by any Assignor in any Subsidiary of such Assignor, (iii) any such items of Collateral by and among any Assignor and any Subsidiary of any Assignor and (iv) the Transition Services Agreement and (y) in the American Airlines Catering Agreements with Sky Chefs case of any Equipment that would otherwise be included in the foregoing Collateral, the foregoing will not be deemed to grant a security interest therein under this Agreement (and Caterair (as in effect such Equipment shall not be deemed to constitute a part of the Collateral) if such Equipment is subject to a Lien permitted by Section 9.01(vii) of the Credit Agreement and the holder of such Lien has not consented to the Collateral Agent having a junior Lien on the date hereof)such Equipment.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such Assignorits Obligations, each Assignor does hereby assign and transfer unto the Collateral Administrative Agent, and does hereby pledge and grant to the Collateral Administrative Agent for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) 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, (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 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, Instruments and other assets (including cash) (subject, in the case of such AssignorGeneral Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (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 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, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); 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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such Assignorits 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 thereunderthereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money 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, and all reissues, renewals or extensions thereof, (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, Instruments Documents and other assets of such AssignorInstruments, (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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such Assignorits Obligations, each Assignor does hereby assign and transfer unto the Collateral Agentassign, and does hereby pledge pledge, hypothecate and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest 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, (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, Copyrights and all reissues, renewals or extensions thereof, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information 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, Instruments and other assets of such Assignor(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 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 this Agreementforegoing, the security interest granted herein shall not extend to and the term Collateral "Collateral" shall not include any American Supplies property, rights or licenses to the extent the granting of a security interest therein (1) would be contrary to applicable law or (2) is prohibited by or would constitute a default under any agreement or document governing such property, rights or licenses (but only to the extent such prohibition is enforceable under applicable law and only for so long as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on the date hereofsuch prohibition exists).

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such AssignorObligations, 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, (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 Copyrights, Copyrights and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such Assignor and all intellectual property rights therein (to the extent not constituting 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, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all monies, securities Documents and Instruments deposited or required to be deposited in such Cash Collateral Account (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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such AssignorObligations, 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 ratable benefit of the Bank Creditors, the Interest Rate Protection Creditors and the Senior Noteholders, in each case to the extent from time to time holding Obligations of the Assignor secured hereunder (collectively, and together with the Collateral Agent, 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, (iii) all Inventory, (iv) the Cash Collateral Account established for the 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 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 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, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all monies, securities Documents and Instruments deposited (other than the Pledged Securities and any other capital stock or promissory notes not required to be deposited in such Cash Collateral Account pledged pursuant to the Company Pledge Agreement), and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything ; provided, however that to the contrary contained extent that any Contract may be terminated (in this Agreement, accordance with the term Collateral shall not include terms thereof after giving effect to any American Supplies as defined applicable laws) in the American Airlines Catering Agreements with Sky Chefs and Caterair (event of granting of a security interest therein, or in the event the granting of a security interest in any Contract shall violate applicable law, then the security interest granted hereby shall be limited to the extent necessary so that such Contract may not be so terminated or no such violation of law shall exist, as in effect on the date hereof)case may be.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such AssignorObligations, 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, (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 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, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all monies, securities Documents and Instruments deposited or required to be deposited in such Cash Collateral Account (other than the Pledged 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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such Assignor, each Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent 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 followingfollowing collateral located on, used in connection with the ownership or operation of, or related to any of the Borrowing Base Properties, 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, (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 and all other proprietary information of such Assignor, including, but not limited to, trade secretssecrets (to the extent such computer programs, intellectual property rights and proprietary information are assignable without violating any agreements governing same), (viiivi) all other Goods, General Intangibles, Permits, Chattel Paper, DocumentsLetter-of-Credit Rights, Instruments Commercial Tort Claims, Documents and other assets of such AssignorInstruments, (ixvii) the Cash Collateral Reserve Account and all moniesAccount Collateral, securities Borrowing Base Income, Cash Equivalents and Instruments deposited other amounts permitted or required to be deposited in therein pursuant to the Credit Agreement, (viii) all revenues, receipts, income, accounts, and other Receivables derived or to be derived from the ownership or operation of any Borrowing Base Properties and related facilities located thereon, including, without limitation of the generality of the foregoing, all rent, advance deposits, charges for services and other revenues and income derived or to be derived from the sale or rental of rooms, apartments, units or other facilities, the provision of services, the sale of food, beverages and merchandise, the rental of shops, the leasing of commercial or residential spaces, the granting of concessions (including concessions for the installation of coin-operated machines to the extent of such Cash Collateral Account Assignor's interest therein) within or about any Borrowing Base Properties and related facilities, the rental or operation of parking facilities and the provision of services to guests of any Borrowing Base Properties and related facilities located thereon and any other items of revenue, receipts or other income, (ix) all books and records of each Assignor with respect to any and all of the foregoing and (x) all Proceeds Proceeds, products and products Supporting Obligations of any and all of the foregoing (all of each Assignor's right, title and interest in the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such Assignorits 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 in, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: (i) each and every ReceivableAccount; all cash; the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; all Chattel Paper (ii) including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); all Commercial Tort Claims (including all Commercial Tort Claims described in Annex D hereto); all Domain Names, Trade Secrets, and other proprietary information, including financial data, personal information, customer lists, supplier lists, business plans, and data collections; all Contracts, together with all Contract Rights arising thereunder; all Copyrights; all Equipment; all Deposit Accounts and all other demand, (iii) deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing; all Documents; all General Intangibles; all Goods; all Instruments; all Inventory, ; all Investment Property and Securities Accounts; all Letter-of-Credit Rights (iv) all Equipment, (v) whether or not the respective letter of credit is evidenced by a writing); 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, Marks and all reissues, renewals causes of action arising prior to or extensions thereof, (vii) 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, (viii) all other Goods, General Intangibles, Chattel Paper, Documents, Instruments and other assets of such Assignor, (ix) after 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 date hereof for infringement of any and all of the foregoing (Marks or unfair competition regarding the same; all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the above, collectively, Patents or unfair competition regarding the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on the date hereof).same;

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the ratable 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 (whether at the Obligations of such Assignorstated 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 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 from time to time acquired: arising hereafter): all Accounts; all Chattel Paper; all Commercial Tort Claims (i) each including those set forth on Schedule 8); all Deposit Accounts, all Securities Accounts and every Receivable, (ii) all Contracts, together with Commodities Accounts; all Contract Rights arising thereunder, (iii) all Inventory, (iv) Documents; all Equipment, (v) ; all Marks, together with the registrations and right to Fixtures; all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) General Intangibles; all Patents and CopyrightsGoods; all Instruments; all Intellectual Property, and all reissuesIntellectual Property Licenses, renewals or extensions thereof, (vii) all computer programs of such Assignor and all intellectual property rights therein claims for any infringement or other impairment thereof; all Inventory; all Investment Property (including all Pledged Collateral); all Letter-of-Credit Rights; Letters of Credit (as defined in the UCC), Promissory Notes (as defined in the UCC), and Drafts (as defined in the UCC); all Money; all Receivables; all Books and records pertaining to the Collateral; all other proprietary information of such Assignorproperty not otherwise described above; and to the extent not otherwise included, includingall Proceeds, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents, Instruments and other assets of such Assignor, (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 Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by an Person with respect to any of the aboveforegoing. Notwithstanding any of the other provisions set forth in this Section 3, collectivelythis Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement, (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences; and provided, further, that no United States intent-to-use trademark or service xxxx application shall be included in the Collateral to the extent that, and solely during the period in which, the "Collateral"grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark or service xxxx application under Federal law (including where a statement of use has not been filed with, and accepted by, the United States Patent and Trademark Office). Notwithstanding anything After such period, each Grantor acknowledges that such interest in such trademark or service xxxx application shall be subject to a security interest in favor of the contrary contained in this Agreement, the term Collateral Administrative Agent and shall not include any American Supplies as defined be included in the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on the date hereof)Collateral.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such Assignorits 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 in, of first priority (subject only to Permitted Liens (i) existing on the date hereof or (ii) otherwise having priority under 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, (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 intel lectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all moniesmoneys, 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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such AssignorObligations, 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, (iii) all Inventory, (iv) the Cash Collateral Account 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 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 secretsTrade Secrets, (viiix) all other Goods, General Intangibles, Chattel Paper, Documents, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all monies, securities Documents and Instruments deposited or required to be deposited in such Cash Collateral Account (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 this Agreement, the term Collateral "Collateral" shall not include any American Supplies assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as defined in such assets are no longer subject to any such Equipment Financing Transaction and the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on same continue to be owned by any Assignor, such assets automatically shall constitute part of the date hereofCollateral 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 the Obligations of such AssignorObligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the ratable benefit of the Bank Creditors, the Interest Rate Protection Creditors and the Senior Noteholders, in each case to the extent from time to time holding Obligations of such Assignor secured hereunder (collectively, and together with the Collateral Agent, the "Secured Creditors"), a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and Liens permitted under Section 9.01 of the Credit Agreement) 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, (iii) all Inventory, (iv) the Cash Collateral Account established for each 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 and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viiiix) all other Goods, General Intangibles, Chattel Paper, Documents, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all monies, securities Documents and Instruments deposited (other than the Pledged Securities and any other capital stock or promissory notes not required to be deposited in such Cash Collateral Account pledged pursuant to the Subsidiaries Pledge Agreement) and (x) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything ; provided, however that to the contrary contained extent that any Contract may be terminated (in this Agreement, accordance with the term Collateral shall not include terms thereof after giving effect to any American Supplies as defined applicable laws) in the American Airlines Catering Agreements with Sky Chefs and Caterair (event of granting of a security interest therein, or in the event the granting of a security interest in any Contract shall violate applicable law, then the security interest granted hereby shall be limited to the extent necessary so that such Contract may not be so terminated or no such violation of law shall exist, as in effect on the date hereof)case may be.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such Assignorits 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 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 (i) each and every Receivableall of the following being collectively called, (ii) the “Collateral”): all Accounts, all Chattel Paper, all Contracts, together with all Contract Rights arising thereunder, all Deposit Accounts (iiiincluding any and all Cash Collateral Accounts) and all monies, securities, instruments and other investments deposited or required to be deposited in such Deposit Accounts, all Documents, all Equipment, all General Intangibles, all Goods, all Instruments, all Insurance, all Intellectual Property, all Inventory, (iv) all EquipmentInvestment Related Property, (v) all Letter of Credit Rights, all letters of credit, 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 Money, all Patents and Copyrights, Copyrights and all reissues, renewals or extensions thereof, (vii) all Receivables, all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information Proprietary Information of such Assignor, including, but not limited to, trade secretsTrade Secrets Rights, all Supporting Obligations (viiito the extent not otherwise included above), together with (i) all other substitutions and replacements for and products of any of the foregoing; (ii) in the case of all Goods, General Intangiblesall accessions; (iii) all accessories, Chattel Paperattachments, Documentsparts, Instruments equipment and repairs now or hereafter attached or affixed to or used in connection with any Goods; (iv) all warehouse receipts, bills of lading and other assets documents of title now or hereafter covering such Assignor, (ix) the Cash Collateral Account and all monies, securities and Instruments deposited or required to be deposited in such Cash Collateral Account Goods; and (xv) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral")foregoing. Notwithstanding anything to the contrary contained in this infoUSA Amended and Restated Security Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such Assignor, each Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent 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, (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 and all other proprietary information of such Assignor, including, but not limited to, trade secretssecrets (to the extent such computer programs, intellectual property rights and proprietary information are assignable without violating any agreements governing same), (viiivi) all other Goods, General Intangibles, Permits, Chattel Paper, Documents, Instruments Documents and other assets of such AssignorInstruments, (ixvii) the Cash Collateral Account and all monies, securities securities, instruments and Instruments other Cash Equivalents deposited or required to be deposited in such Cash Collateral Account Account, (viii) all present and future bank accounts of such Assignor including, without limitation, any demand, time savings, passbook, certificates of deposit, or like accounts maintained by such Assignor with any bank, savings and loan association, credit union or other organization, all money, cash and checks, drafts, notes, bills, bills of exchange, securities, investments, bonds or other instruments, writings or property of such Assignor from time to time received, receivable or otherwise distributed in respect thereof, in renewal or extension thereof, or in exchange therefor, whether or not deposited in any such deposit account (collectively, the "Pledged Accounts"), (ix) all revenues, receipts, income, accounts, and other Receivables derived or to be derived from the ownership or operation of any Borrowing Base Properties and Borrowing Base Pledged Mortgage Loans and related facilities located thereon, including, without limitation of the generality of the foregoing, all rent, advance deposits, charges for services and other revenues and income derived or to be derived from the sale or rental of rooms, apartments, units or other facilities, the provision of services, the sale of food, beverages and merchandise, the rental of shops, the leasing of commercial or residential spaces, the granting of concessions (including concessions for the installation of coin-operated machines to the extent of such Assignor's interest therein) within or about any Borrowing Base Properties and related facilities, the rental or operation of parking facilities and the provision of services to guests of any Borrowing Base Properties and related facilities located thereon and any other items of revenue, receipts or other income, (x) all books and records of each Assignor with respect to any and all of the foregoing and (xxi) all Proceeds and products of any and all of the foregoing (all of each Assignor's right, title and interest in the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such AssignorObligations, 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, upon the terms and subject to the conditions of this Agreement and further subject to the provisions of the Intercreditor Agreement, a continuing security interest (subject to Liens to the extent permitted under the terms of all Secured Debt Documents from time to time in effect) 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 thereunderthereunder (in each case except to the extent constituting Excluded Collateral), (iii) all Inventory, (iv) the Cash Collateral Account established with the Collateral Agent for such Assignor and all monies, securities, investments and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all present and future bank accounts of such Assignor including, without limitation, any demand, time savings, passbook, certificates of deposit, or like accounts maintained by such Assignor with any bank, savings and loan association, credit union or other organization, all money, cash and checks, drafts, notes, bills, bills of exchange, securities, investments, bonds or other instruments, writings or property of such Assignor from time to time received, receivable or otherwise distributed in respect thereof, in renewal or extension thereof, or in exchange therefor, whether or not deposited in any such deposit account (collectively, in each case, except to the extent constituting Excluded Collateral, the "Pledged Accounts"), (vi) all Equipment, (vvii) all Fixtures, (viii) 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, and all licenses of rights associated therewith, (viix) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viix) 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, (viiixi) all other Goods, General Intangibles, Permits (other than the Casino Operating Contract), Chattel Paper, Investment Property and Documents, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all monies, securities and Instruments deposited or required to be deposited in such Cash Collateral Account and (xxii) all Proceeds and products of any and all of the foregoing and (xiii) all other personal property of the aboveany Assignor of any nature whatsoever, collectivelyincluding, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreementwithout limitation, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on the date hereof).all accounts, bank accounts, deposits, credit balances, contract rights, inventory, general intangibles, goods, equipment, instruments, chattel paper, machinery,

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such AssignorObligations, 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, (iii) all Inventory, (iv) the Cash Collateral Account 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 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 secretsTrade Secrets, (viiix) all other Goods, General Intangibles, Chattel Paper, Documents, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all monies, securities Documents and Instruments deposited or required to be deposited in such Cash Collateral Account (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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on the date hereof).

Grant of Security Interests. (a) As Each Assignor, as security for the prompt and complete payment and performance when due of all of the 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 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, (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) 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, Copyrights and all reissues, renewals or extensions thereof, (viiviii) 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 secretsTrade Secret Rights, (viiiix) all insurance policies, (x) all other Goods, General Intangibles, Chattel Paper, Documents, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all monies, securities Documents and Instruments deposited or required to be deposited in such Cash Collateral Account (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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such Assignorits 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 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, (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 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, Instruments and other assets (including cash) (subject, in the case of such AssignorGeneral Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (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 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, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); 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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such AssignorObligations, each Assignor Grantor does hereby pledge, collaterally assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Administrative Agent for the benefit of each of the Secured CreditorsParties, and does hereby grant to the Administrative Agent for the benefit of each of the Secured Parties, a continuing security interest inin and Lien upon, all of the right, title and interest of such Assignor Grantor in, to and under all personal and fixture Property of every kind and nature, whether tangible or intangible, including, without limitation, all of the right, title and interest of such Grantor in, to and under each of the following, whether now existing or hereafter from time to time hereafter created, arising or acquired: (i) each and every Receivable, ; (ii) all Contracts, together with all Contract Rights arising 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, other Intellectual Property; (viivi) all computer programs and computer software of such Assignor every description and all intellectual property rights therein therein, and all other proprietary information of such Assignorinformation, including, but not limited to, trade secrets, Trade Secret Rights; (viiivii) all other Goods, General Intangibles, Chattel Paper, Documents, Instruments Documents and other assets of such Assignor, Instruments; (viii) all Deposit Accounts; (ix) all Letter-of-Credit Rights; (x) all Commercial Tort Claims; (xi) all Investment Property; (xii) all Supporting Obligations; (xiii) to the extent not already included above, all claims, demands, judgements, rights, choses in action, equities, credits, bank accounts, investment and Securities Accounts, cash on hand and in banks or with other financial institutions, lock boxes and other post office boxes, bonds and all other securities of every description, investments, insurance policies, including the cash surrender value thereof and all proceeds thereof, and all federal, state and local tax refunds and/or abatements to which such Grantor is or may from time to time become entitled, no matter how or when arising, including, but not limited to, any loss carryback tax refunds; (xiv) each Cash Collateral Account established for such Grantor and all monies, securities and Instruments deposited or required to be deposited in any such Cash Collateral Account Account; and (xxv) all Proceeds and products of any and all of the foregoing (all of the aboveProperty identified or described in foregoing clauses (i) through (xv), inclusive, being herein called, collectively, the "“Security Agreement Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such Assignorits 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 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, (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, Copyrights and all reissues, renewals or extensions thereof, (vii) 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 secretsTrade Secret Rights, (viii) all insurance policies, (ix) all Permits, (x) all other Goods, General Intangibles, Chattel Paper, Documents, Instruments and other assets of such AssignorInvestment Property, (ix) the Cash Collateral Account and all monies, securities and Instruments 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, above collectively, the "Collateral"). Notwithstanding anything to ; provided however, that the contrary contained in this Agreement, the term Collateral shall not include any American Supplies as defined the assets of the Company or AuraSound licensed to (A) 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 American Airlines Catering Agreements with Sky Chefs original terms of the Daewoo License Agreement, and Caterair (as B) Speaker 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 effect on such Collateral is prohibited under the date hereof)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 the Obligations of 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 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, and all equity and debt securities and other 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 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, DocumentsDocuments and Instruments, Instruments and (xiv) all Letter-of-Credit Rights, (xv) any existing Commercial Tort Claims, (xvi) all other assets personal property of such Assignor, whether now owned or hereafter acquired, (ixxvii) all documents of title evidencing or issued with respect to any of the Cash Collateral Account and all moniesforegoing, securities and Instruments deposited or required to be deposited in such Cash Collateral Account 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 this 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 term grant by Huntsman Headquarters Corporation of a security interest in any Collateral shall not include any American Supplies (as defined in the American Airlines Catering Agreements with Sky Chefs Headquarters Loan Agreement) hereunder); and Caterair (as in effect on 3) capital stock not required to be pledged hereunder pursuant to Section 7.10(c) or 7.10(e) of the date hereof)Credit Agreement.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance performance, when due of due, of: (i) all of the Obligations (other than Obligations arising under the Warrants, any Common Stock issued upon exercise of such Assignorthe Warrants or the Registration Rights Agreement) to the Lender under the Credit Agreement and the other Loan Documents, and (ii) all of the Cornell Capital Obligations, each Assignor of the Debtors does hereby sell, assign and transfer unto Airlie, as Collateral Agent for (A) itself, (B) any subsequent Lender under the Loan Documents, and (C) Cornell Capital, and does hereby grant to the Collateral Agent, a first priority Lien and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor the Debtors in, to and under all of the followingassets and properties, real, personal or mixed, of the Debtors, whether now existing or hereafter from time to time acquired, including, without limitation: (i) each and every Receivable, ; (ii) all Contracts, together with all Contract Rights arising 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 Debtor symbolized by the Marks, ; (vi) the Master Depositary Account established for such Debtor and all moneys, Securities and Instruments deposited or required to be deposited in such Master Depositary Account; (vii) all Patents and Copyrights, Copyrights and all reissues, renewals or extensions thereof, ; (viiviii) all computer programs of such Assignor Debtor and all intellectual property rights therein and all other proprietary information of such AssignorDebtor, including, but not limited to, trade secrets, Trade Secret Rights; (viiiix) all insurance policies; (x) all other Goods, General Intangibles, Investment Property, Commercial Tort Claims, Chattel Paper, Documents, Securities and Instruments and other assets of such Assignor, (ixINCLUDING (A) the Cash Collateral Account and all monies, securities Securities and Instruments deposited or required to be deposited in such Cash constituting the Davel Credit Parties Debt, the Cerberus Subordinated Debt and the Shares of Davel Communications, Inc. that are the subject of the Collateral Account Debt and Securities Assignment Agreement, and (xB) all Proceeds and products of any and all the Securities that are the subject of the foregoing (all of MobilePro Pledge Agreement and the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Purchaser Pledge Agreement, the term Collateral shall not include any American Supplies granted as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on the date hereof).separate collateral security to the

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such Assignorits 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 CreditorsCreditors (and does hereby reconfirm its assignment, transfer, pledge and grant to the Collateral Agent under the Original Security Agreement of), a continuing security interest 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, (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 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, Instruments Instruments, Investment Property (except to the extent pledged under the Pledge Agreement) and other assets of such Assignor(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 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 this AgreementAgreement (including Section 3.6 hereof or certain of the representations and warranties contained herein), no Assignor shall be required to deliver any Instrument hereunder with an outstanding principal amount of $50,000 or less, provided that no more than $100,000 in the term Collateral shall not include aggregate of all such $50,000 or less Instruments (including, for this purpose, any American Supplies Pledged Notes (as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on Pledge Agreement) not required to be delivered pursuant to the date hereof)Pledge Agreement) shall be excluded from the delivery requirements under this Agreement.

Grant of Security Interests. (a) As security for the --------------------------- prompt and complete payment and performance when due of all of the Obligations of such Assignorits 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, (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 (to the extent not constituting 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, Instruments Documents and other assets of such AssignorInstruments, (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 this Agreementforegoing, the term Collateral "Collateral" shall not include any American Supplies as defined in Specified Asset that is transferred to the American Airlines Catering Agreements with Sky Chefs Receivables Entity pursuant to (but only after the execution and Caterair (as in effect on delivery of) the date hereof)Accounts Receivable Facility Documents.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such AssignorObligations, each Assignor Grantor does hereby pledge, 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 inin and Lien upon, all of the right, title and interest of such Assignor Grantor in, to and under all personal and fixture Property of every kind and nature, whether tangible or intangible, including, without limitation, all of the right, title and interest of such Grantor in, to and under each of the following, whether now existing or hereafter from time to time hereafter created, arising or acquired: (i) each and every Receivable, ; (ii) all Contracts, together with all Contract Rights arising thereunder, ; (iii) all Inventory, ; (iv) all Equipmentmonies, securities and Instruments deposited or required to be deposited to Cash Collateralize any Letter of Credit Obligations; (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, Equipment; (vi) all Marks, Patents and Copyrights, and all reissues, renewals or extensions thereof, other Intellectual Property; (vii) all computer programs and computer software of such Assignor every description and all intellectual property rights therein therein, and all other proprietary information of such Assignorinformation, including, but not limited to, trade secrets, Trade Secret Rights; (viii) all other Goods, General Intangibles, Chattel Paper, Documents, Instruments Documents and other assets of such Assignor, Instruments; (ix) all FCC Licenses (PROVIDED, HOWEVER, that the Security Agreement Collateral shall not include at any time any FCC Licenses to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, but shall in any event include, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and all of the rights to receive all Proceeds derived from or in connection with the Sale, assignment or transfer of any FCC License; (x) to the extent not already included above, all claims, demands, judgements, rights, choses in action, equities, credits, bank accounts, investment and securities accounts, cash on hand and in banks or with other financial institutions, lock boxes and other post office boxes, bonds and all other securities of every description, investments, investment property, insurance policies, including the cash surrender value thereof and all proceeds thereof, and all federal, state and local tax refunds and/or abatements to which such Grantor is or may from time to time become entitled, no matter how or when arising, including, but not limited to, any loss carryback tax refunds; (xi) each Cash Collateral Account established for such Grantor and all monies, securities and Instruments deposited or required to be deposited in any such Cash Collateral Account Account; and (xxii) all Proceeds and products of any and all of the foregoing (all of the aboveProperty identified or described in foregoing CLAUSES (i) through (xii), inclusive, being herein called, collectively, the "CollateralSECURITY AGREEMENT COLLATERAL"). Notwithstanding anything to the contrary contained in this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such Assignorits 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 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, (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 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, Instruments Instruments, Investment Property (except to the extent pledged under the Pledge Agreement) and other assets of such Assignor(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 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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as 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 the Obligations of such Assignorits 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 thereunderthereunder (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, 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, Instruments Documents and other assets of such AssignorInstruments, (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 this Agreementthe immediately preceding sentence, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on the date hereof)motor vehicles.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such AssignorObligations, 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, (iii) all Inventory, (iv) the Cash Collateral Account and any other cash collateral account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account and any such other 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 and all other proprietary information of such Assignor, including, but not limited to, trade secretsTrade Secret Rights, (viiiix) (1) the Concentration Account, (2) all moneys, checks, drafts, securities and instruments deposited or required to be deposited in the Concentration Account, (3) all investments and all certificates and instruments, if any, from time to time representing or evidencing such investments and (4) all interest, dividends, cash, investments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing items listed under subclauses (1) through (3), (x) (1) the Concentration Account Consent Letter and each other agreement from time to time entered into by such Assignor with the Concentration Account Bank and all rights of such Assignor under the Concentration Account Consent Letter and each other agreement from time to time entered into by such Assignor with the Concentration Account Bank with respect to the Concentration Account, (xi) all other Goods, General Intangibles, Chattel Paper, Documents, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all monies, securities Documents and Instruments deposited or required to be deposited in such Cash Collateral Account (other than the Pledged Securities) and (xxii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything , provided, however, that if any Contract prohibits, or requires the consent for (in accordance with the terms thereof after giving effect to any applicable laws), the granting of a security interest therein, or in the event the granting of a security interest in any Contract shall violate applicable law, then the security interest granted hereby shall be limited to the contrary contained in this Agreementextent (and only to the extent) necessary so that such Contract may not be so violated or no such violation of law shall exist, as the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on the date hereof)case may be.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such Assignorits 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 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 (i) each and every Receivableall of the following being collectively called, (ii) the "Collateral"): all Accounts, all Chattel Paper, all Contracts, together with all Contract Rights arising thereunder, all Deposit Accounts (iiiincluding any and all Cash Collateral Accounts) and all monies, securities, instruments and other investments deposited or required to be deposited in such Deposit Accounts, all Documents, all Equipment, all General Intangibles, all Goods, all Instruments, all Insurance, all Intellectual Property, all Inventory, (iv) all EquipmentInvestment Related Property, (v) all Letter of Credit Rights, all letters of credit, 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 Money, all Patents and Copyrights, Copyrights and all reissues, renewals or extensions thereof, (vii) all Receivables, all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information Proprietary Information of such Assignor, including, but not limited to, trade secretsTrade Secrets Rights, all Supporting Obligations (viiito the extent not otherwise included above), together with (i) all other substitutions and replacements for and products of any of the foregoing; (ii) in the case of all Goods, General Intangiblesall accessions; (iii) all accessories, Chattel Paperattachments, Documentsparts, Instruments equipment and repairs now or hereafter attached or affixed to or used in connection with any Goods; (iv) all warehouse receipts, bills of lading and other assets documents of title now or hereafter covering such Assignor, (ix) the Cash Collateral Account and all monies, securities and Instruments deposited or required to be deposited in such Cash Collateral Account Goods; and (xv) 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 this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on the date hereof)foregoing.

Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of the Obligations of such Assignor’s Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured CreditorsParties, subject to Section 1.3, a continuing security interest 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) all cash, deposit accounts, 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, and all equity and debt securities and other 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 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, DocumentsDocuments and Instruments, Instruments and (xiv) all other assets personal property of such Assignor, whether now owned or hereafter acquired, (ixxv) all documents of title evidencing or issued with respect to any of the Cash Collateral Account and all moniesforegoing, securities and Instruments deposited or required to be deposited in such Cash Collateral Account and (xxvi) 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 "“New Collateral"” and, together with the Collateral (as such term is defined in the Existing Security Agreement). Notwithstanding anything , the “Collateral”)); 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 (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) of the Credit Agreement, to the contrary contained extent that the Lender (as defined in this 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 term grant by Huntsman Headquarters Corporation of a security interest in any Collateral shall not include any American Supplies (as defined in the American Airlines Catering Agreements with Sky Chefs Headquarters Loan Agreement) hereunder); and Caterair (as in effect on 3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the date hereof)Credit Agreement to be pledged hereunder.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such AssignorObligations, 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, (iii) all Inventory, (iv) the Cash Collateral Account 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 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 secretsTrade Secrets, (viiix) all other Goods, General Intangibles, Chattel Paper, Documents, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all monies, securities Documents and Instruments deposited or required to be deposited in such Cash Collateral Account (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 this Agreement, the term Collateral "Collateral" shall not include any American Supplies assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as defined in such assets are no longer subject to any such Equipment Financing Transaction and the American Airlines Catering Agreements with Sky Chefs and Caterair same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement). (as in effect on b) The security interests of the date hereof)Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which the Assignor may acquire at any time during the continuation of this Agreement. 1.2.

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 the Obligations of such AssignorObligations, 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 thereunderthere-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 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, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all monies, securities Documents and Instruments deposited (other than the Pledged Securities and any other capital stock or promissory notes not required to be deposited in such Cash Collateral Account pledged pursuant to the Xtra Pledge Agreement), and (x) all Proceeds and products of any and all Collateral referred to in clauses (i) through (ix) above and this clause (x); provided, however, that to the extent that any Contract may be terminated (in accordance with the terms thereof after giving effect to any applicable laws) in the event of the foregoing (all granting of a security interest therein, or in the aboveevent the granting of a security interest in any Contract shall violate applicable law, collectively, then the "Collateral"). Notwithstanding anything security interest granted hereby shall be limited to the contrary contained in this Agreementextent necessary so that such Con- tract may not be so terminated or no such violation of law shall exist, as the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on the date hereof)case may be.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such Assignorits 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 thereunderthereunder (other than Contracts which by their terms cannot be 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, and all reissues, renewals or extensions thereof, (vii) 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, (viii) all other Goods, General Intangibles, Chattel Paper, Documents, Instruments Documents and other assets of such AssignorInstruments, (ix) the Cash Collateral Account and all monies, securities and Instruments 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 the foregoing provisions of Section 1.1, to the contrary contained extent that any General Intangibles, not including any Receivables, included in this Agreement, the term Collateral "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 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 any American Supplies as defined be included in the American Airlines Catering Agreements with Sky Chefs and Caterair (as "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in effect on the date hereof)"Collateral".

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such Assignorits 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 inof first priority, 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, (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 (to the extent not constituting 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, Documents and Instruments and (other assets of such Assignorthan Pledged Securities), (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 this Agreementforegoing, the term Collateral "Collateral" shall not include any American Supplies as defined in Receivable and related asset from and after the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on time that same is transferred to the date hereof)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 the Obligations of such AssignorObligations, each Assignor does Heritage and the Operating Partnership do hereby pledge, grant, 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 (subject only to Permitted Liens) in, all of the right, title and interest of such Assignor the Company in, to and under all of the following, whether now existing or hereafter from time to time acquired: acquired (collectively, the "COLLATERAL"): (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all InventoryEquipment, (iv) all EquipmentInventory, (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 MarksGeneral Intangibles, (vi) all Patents any Cash Concentration Account established for the Company, as and Copyrightswhen required by Section 2.7, and all reissues, renewals or extensions thereof, (vii) 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, (viii) all other Goods, General Intangibles, Chattel Paper, Documents, Instruments and other 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 Concentration Account, (vii) all Chattel Paper, Documents and Instruments, (viii) all of the capital stock of the Company's Subsidiaries, in accordance with Section 1.1(c), and (xix) all Proceeds and products of any and all Collateral referred to in clauses (i) through (viii) of the foregoing (all of the abovethis Section 1.1(a); provided, collectivelyhowever, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term that Collateral shall not include for any American Supplies as defined in purpose under this Agreement or any other Financing Document any property subject to a Lien incurred pursuant to clause (i), (vii), (viii) or (xv) (to the American Airlines Catering Agreements with Sky Chefs extent clause (xv) applies to clause (i), (vii) or (viii)) of Section 6C of the Note Purchase Agreement, clause (i), (vii), (viii) or (xv) (to the extent clause (xv) applies to clause (i), (vii) or (viii)) of Section 7B.3 of the Credit Agreement and Caterair (as in effect on the date hereof)parallel provisions of any Additional Parity Debt Agreement, unless the Indebtedness secured by such Lien shall have been paid or discharged and such Lien is released, at which time such property will become Collateral if it is of such character that it would be Collateral except for the presence of such Lien.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations of such Assignorits 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 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, (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 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, Instruments Instruments, Investment Property (except to the extent pledged under the Pledge Agreement) and other assets of such Assignor(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 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 this Agreement (including Section 3.6 hereof or certain of the representations and warranties contained herein), no Assignor shall be required to deliver any Instrument hereunder with an outstanding principal amount of $50,000 or less, provided that no more than $100,000 in the aggregate of all such $50,000 or less Instruments (including, for this purpose, any Pledged Notes (as defined in the Pledge Agreement) not required to be delivered pursuant to the Pledge Agreement) shall be excluded from the delivery requirements under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the term Collateral shall not include any, and automatically excluded therefrom shall be any, Equipment or Goods which are the subject of a Lien under Section 9.01(viii) or (xiv) of the Credit Agreement to the extent that the holders of any American Supplies such Lien do not permit the Collateral Agent to retain a subordinated security interest therein (but only so long as defined such Lien continues to exist), provided that the security interest in any such Equipment or Goods shall be reinstated in favor of the American Airlines Catering Agreements Collateral Agent for the benefit of the Secured Creditors at such time as the underlying obligations with Sky Chefs and Caterair (as in effect on the date hereof)respect to any such Lien shall have been satisfied.