Common use of Grant of Security Clause in Contracts

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Noteholders a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Noteholders a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark m▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and Borrower hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Lender a continuing Lien on and security interest in, in all of such GrantorBorrower’s right, title and interest in, in and to and under the following (the “Collateral”): (i) 1. all letters patent of the Patents United States and Patent all applications for letters patent of the United States, including those set forth in Schedule A hereto, and all reissues, continuations, divisions, continuations-in-part or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein (the “Patents”); 2. all trademarks, service marks, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof (ii) the Trademark if any), and service mark all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all renewals thereof, including those set forth in Schedule B hereto hereto, together with all goodwill associated therewith or symbolized thereby (provided that no security interest shall be granted in United States intent-to-use trademark applications prior to the extent filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period period, if any, in which, which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications application under applicable federal law) (the “Trademarks”), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents all patents, patent applications, utility models and Patent applications statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto, including, without limitation, those set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and service mark registrations and applications set forth in Schedule B hereto other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together together, in each case, with the goodwill symbolized thereby, including, without limitation, those set forth in Schedule B hereto (the “Trademarks”); (iii) all Copyrightscopyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting supporting Obligations (as defined in the Security Agreement) relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and The undersigned hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s its right, title and interest in, to in and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent thatfollowing, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, each case whether registered or unregistered, now owned or hereafter acquired by such Grantorthe undersigned, wherever located and whether now or hereafter existing or arising (collectively, the undersigned’s “Collateral”): all Equipment, Inventory, Receivables, Related Contracts, Security Collateral (including, without limitation, the copyright registrations shares of stock and applications and exclusive copyright licenses other Equity Interests set forth on Part I of Schedule I hereto, the indebtedness set forth on Part II of Schedule I hereto and the securities and securities/deposit accounts set forth on Schedule II hereto), Agreement Collateral (including, without limitation, each of the agreements listed on Schedule III hereto), Account Collateral (including, without limitation, the deposit accounts set forth on Schedule IV hereto), Intellectual Property Collateral, Commercial Tort Claims Collateral (including, without limitation, the commercial tort claims described in Schedule C V hereto; ), all books and records (ivincluding, without limitation, subject to applicable law, customer lists, credit files, printouts and other computer output materials and records) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or undersigned pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoingundersigned’s Collateral, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the undersigned’s Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or arising from not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, and (B) cash. Notwithstanding the foregoing provisions of this Section 1, in no event shall the security interest granted hereunder attach to any contract, license, permit or franchise to which the undersigned is a party or any of its rights or interests thereunder, or any property or assets subject to any contract, license, permit or franchise, if and for so long as the grant of such security interest shall constitute or result in (x) the abandonment, invalidation or unenforceability of any right, title or interest of the undersigned therein or (y) a breach or termination pursuant to the terms of, or a default under, any such contract, license, permit or franchise, except, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity; provided, that notwithstanding the foregoing, such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such contract, license, permit or franchise, or property subject thereto, that does not result in any of the consequences specified in clause (x) or (y) above.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications Trademark applications, prior to the filing and acceptance of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark Trademark applications or any registrations that issue therefrom under applicable federal law), together with the goodwill of the business connected with the use thereof and symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto; (v) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (vvi) any and all claims for damages and damages, other payments and/or injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages, payments or other relief; and (vivii) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and and/or payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoingforegoing provided that, notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided, further, that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Lender for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s the right, title and interest of such Grantor in, to and under the following following, wherever located, and whether now existing or hereafter arising or acquired from time to time (the “IP Collateral”): (ia) the Patents patents and Patent patent applications set forth in Schedule A hereto1 hereto and all reissues, divisions, continuations, continuations-in-part, renewals, extensions and reexaminations thereof and amendments thereto (the “Patents”); (iib) the Trademark and service mark trademark registrations and applications set forth in Schedule B hereto 2 hereto, together with the goodwill connected with the use of and symbolized thereby and all extensions and renewals thereof (provided that no security interest shall be granted in the “Trademarks”), excluding only United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant grant, attachment or enforcement of a security interest therein would would, under applicable federal law, impair the registrability of such applications or the validity or enforceability of registrations issuing from such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebyapplications; (iiic) all Copyrightsthe copyright registrations, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the applications and copyright registrations and applications and exclusive copyright licenses exclusively licensed to each Grantor set forth in Schedule C 3 hereto, and all extensions and renewals thereof (the “Copyrights”); (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretounder any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world; (ve) any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and (f) any and all claims and causes of action, with respect to any of the foregoing, whether occurring before, on or after the date hereof, including all rights to and claims for damages damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, dilution, misappropriation, violation, misuse misuse, breach or breach with respect to any of the foregoingdefault, with the right, right but not the obligation, no obligation to sue s▇▇ for such legal and equitable relief and to collect, or otherwise recover, any such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for Subject to the due rights and punctual payment obligations described in the Intercreditor Agreement which sets forth the relative rights, interests and performance in full priorities of the Obligations, Secured Parties (as and when due, each Grantor hereby pledges and assigns defined therein) with respect to the Collateral AgentCollateral, its successors and permitted assigns, and the undersigned hereby grants to the Collateral Agent, its successors and permitted assignsTrustee, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s its right, title and interest in, to in and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent thatfollowing, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, each case whether registered or unregistered, now owned or hereafter acquired by such Grantorthe undersigned, wherever located and whether now or hereafter existing or arising (collectively, the undersigned’s “Collateral”): all Equipment, Inventory, Receivables, Related Contracts, Security Collateral (including, without limitation, the copyright registrations shares of stock and applications and exclusive copyright licenses other Equity Interests set forth on Part I of Schedule I hereto, the indebtedness set forth on Part II of Schedule I hereto and the securities and securities/deposit accounts set forth on Schedule II hereto), Agreement Collateral (including, without limitation, each of the agreements listed on Schedule III hereto), Account Collateral (including, without limitation, the deposit accounts set forth on Schedule IV hereto), Intellectual Property Collateral, Commercial Tort Claims Collateral (including, without limitation, the commercial tort claims described in Schedule C V hereto; ), all books and records (ivincluding, without limitation, subject to applicable law, customer lists, credit files, printouts and other computer output materials and records) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or undersigned pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoingundersigned’s Collateral, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the undersigned’s Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or arising from not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, and (B) cash. Notwithstanding the foregoing provisions of this Section 1, in no event shall the security interest granted hereunder attach to any contract, license, permit or franchise to which the undersigned is a party or any of its rights or interests thereunder, or any property or assets subject to any contract, license, permit or franchise, if and for so long as the grant of such security interest shall constitute or result in (x) the abandonment, invalidation or unenforceability of any right, title or interest of the undersigned therein or (y) a breach or termination pursuant to the terms of, or a default under, any such contract, license, permit or franchise, except, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity; provided, that notwithstanding the foregoing, such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such contract, license, permit or franchise, or property subject thereto, that does not result in any of the consequences specified in clause (x) or (y) above.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Purchaser a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such the Grantor’s right, title and interest in, in and to and under the following (the “Additional Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications Trademark applications, prior to the filing and acceptance of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark Trademark applications or any registrations that issue therefrom under applicable federal law), together with the goodwill of the business connected with the use thereof and symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto; (v) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (vvi) any and all claims for damages and damages, other payments and/or injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages, payments or other relief; and (vivii) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and and/or all of the collateral of foregoing or arising from any of the foregoing. provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Additional Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided, further, that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Lilly a continuing Lien on and first priority security interest in, and continuing lien on all of such Grantor’s right, title and interest in, to and under the following following, in each case wherever located (all of which being hereinafter collectively referred to as the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iiia) all Copyrights, Trade Secrets and Trademarks, whether registered or unregistered, now owned or existing or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretoacquired; (ivb) all reissuesAmylin Patents; (c) all License Agreements (including License Agreement Accounts and Receivables), divisionswhether now owned or existing or hereafter acquired; (d) all US Regulatory Approvals and US Regulatory Materials, continuationsin each case whether now owned or existing or hereafter arising or acquired (collectively with the Copyrights, continuations-in-partAmylin Patents, extensionsTrade Secrets, renewals Trademarks, and reexaminations the License Agreements, the “Secured IP”); (e) the Supply Agreements, whether now existing or hereafter acquired; (f) the Eng License; (g) any Lockbox Accounts hereafter arising or acquired; (h) all inventory, as such term is defined in the UCC, that contains Exenatide, whether now owned or existing or hereafter acquired (“Product Inventory,” and together with the Secured IP and the Byetta Agreements, the Bydureon Supply Agreement, the Eng License and Lockbox Accounts, the “Secured Assets”); (i) to the extent not otherwise included above, all Collateral Records, Collateral Support and Supporting Obligations pertaining to any of the foregoing; and (j) to the extent not otherwise included above, all Proceeds of or in respect of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby The Debtor grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such GrantorDebtor’s rightrights, title priorities and interest inprivileges relating to intellectual property, to and whether arising under the following United States, multinational or foreign laws or otherwise (all of which shall collectively be called the “Intellectual Property Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the following: (i) all copyright rights throughout the universe (whether now or hereafter arising) in any and all media (whether now or hereafter developed), in and to all original works of authorship fixed in any tangible medium of expression, acquired or used by the Debtor, whether registered or unregistered and whether published or unpublished, all applications, registrations and applications recordings thereof (including, without limitation, applications, registrations and exclusive copyright licenses recordings in the United States Copyright Office or in any similar office or agency of the United States, any other union of countries, country or any political subdivision thereof), including without limitation those set forth on Exhibit A; (ii) domestic and foreign letters patent, design patents, utility patents, industrial designs, inventions, trade secrets, ideas, concepts, methods, techniques, processes, proprietary information, technology, know-how, formulae, rights of publicity and other general intangibles of like nature, now existing or hereafter acquired, all applications, registrations and recordings thereof (including, without limitation, applications, registrations and recordings in Schedule the United States Patent and Trademark Office, or in any similar office or agency of the United States or union of countries, any other country or any political subdivision thereof), and all reissues, divisions, continuations, continuations in part and extensions or renewals thereof, , including without limitation the patents and patent applications set forth on Exhibit B attached hereto; (iii) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, logos, domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, (including, without limitation, applications, registrations and recordings in the United States Patent and Trademark Office, or in any similar office or agency of the United States or union of countries, any other country or any political subdivision thereof), and all reissues, divisions, continuations, continuations in part and extensions or renewals thereof, and all common law rights related thereto, together with all goodwill of the business symbolized by such marks and all customer lists, formulae and other records of the Debtor relating to the distribution of products and services in connection with which any of such marks are used, including without limitation those set forth on Exhibit C attached hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any trade secrets arising under the laws of the foregoingUnited States, all rights in the foregoing provided by international treaties any other union of countries, country or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretopolitical subdivision thereof; (v) all rights to obtain any and reissues, renewals or extensions of the foregoing; (vi) all claims licenses for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vivii) any all causes of action for infringement of the foregoing. This security interest is granted in conjunction with the security interest granted to the Agent, for the benefit of the Secured Parties, pursuant to that certain Security Agreement, dated as of even date herewith, by the Company for the benefit of the Agent and all Proceedsthe Secured Parties. The rights and remedies of the Agent with respect to the security interest granted hereby are in addition to those set forth in the Security Agreement and the Subsidiary Guarantee, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments those which are now or hereafter due available to the Agent and payable with respect tothe Secured Parties as a matter of law or equity. Each right, power and Supporting Obligations relating to, any and all remedy of the collateral Agent or the Secured Parties provided for herein or in the Security Agreement or the Subsidiary Guarantee, or now or hereafter existing at law or in equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by the Agent of any one or arising from any more of the foregoingrights, powers or remedies provided for in this Intellectual Property Security Agreement, the Security Agreement or the Subsidiary Guarantee, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by any person, including the Agent, of any or all other rights, powers or remedies. In the event of any contradiction between this Intellectual Property Security Agreement and the Security Agreement, the provisions of the Security Agreement will prevail.

Grant of Security. As collateral In addition to the security for interest set forth in the due and punctual payment and performance in full of the Obligations, as Interim Order (and when dueapplicable, the Final Order), each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Purchaser a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto to the extent assignable (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent as a Noteholder and the Noteholders, any other Noteholders a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the United States Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark United States Trademarks and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all United States Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral In addition to the security for interest set forth in the due and punctual payment and performance in full of the Obligations, as Interim Order (and when dueapplicable, each Grantor hereby pledges and assigns to the Collateral AgentFinal Order), its successors and permitted assigns, and the undersigned hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s its right, title and interest inin and to its Collateral consisting of the following, to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrightseach case, whether registered or unregistered, now owned or hereafter acquired by such Grantorthe undersigned, wherever located and whether now or hereafter existing or arising (collectively, the undersigned’s “Collateral”): all Equipment, Inventory, Security Collateral (including, without limitation, the copyright registrations and applications and exclusive copyright licenses indebtedness set forth in on Schedule A hereto and the securities and securities/deposit accounts set forth on Schedule B hereto), Receivables, Related Contracts, Agreement Collateral, Account Collateral (including the deposit accounts set forth on Schedule C hereto; ), Intellectual Property Collateral, all books and records (ivincluding, without limitation, customer lists, credit files, printouts and other computer output materials and records) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or undersigned pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoingundersigned’s Collateral, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the undersigned’s Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or arising from not the Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoingforegoing Collateral, and (B) cash.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Secured Party a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications or the marks that are the subject thereof under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;; and (v) any and all income, fees, royalties, damages, claims for and payments now or hereafter due and/or payable with respect thereto, including, without limitation, damages and injunctive relief payments for past, present and or future infringementinfringements, dilutiondilutions, misappropriationmisappropriations, violationviolations, misuse misuses or breach with respect to any of the foregoingbreaches thereof, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Secured Obligations, as and when due, each Grantor hereby assigns and pledges and assigns to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under any and all of the following assets 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 (collectively, the “Trademark Collateral”): ): (ia) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, the Patents goodwill of the business symbolized thereby or associated therewith, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent applications set forth and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule A hereto; under the heading “Trademark Registrations and Applications”, (iib) all rights and privileges arising under applicable law with respect to such Grantor’s use of any trademarks, (c) all reissues, continuations, extensions and renewals thereof and amendments thereto, (d) all income, fees, royalties, damages and payments now and hereafter due and/or payable with respect to any of the foregoing, including damages, claims and payments for past, present or future infringements thereof, (e) all rights corresponding thereto throughout the world and (f) rights to ▇▇▇ for past, present and future infringements or dilutions thereof or other injuries thereto. Notwithstanding anything herein to the contrary, (a) in no event shall the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no Collateral include or the security interest shall be granted in United States intent-to-use trademark applications under this Section 2 attach to any “intent to use” application for registration of a Trademark filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, solely to the extent extent, if any, that, and solely during the period period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-intent to use trademark applications application under applicable federal law)law and (b) if, together with for so long and to the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by extent as any such Grantor, including, without limitationasset constitutes Excluded Property, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but security interest granted under this Section 2 shall not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect attach to, and Supporting Obligations relating the Trademark Collateral shall not include, such asset, provided, however, that the security interest granted under this Section 2 shall immediately attach to, and the Trademark Collateral shall immediately include, any and all of the collateral of such asset (or arising from any of the foregoingportion thereof) upon such asset (or such portion) ceasing to be Excluded Property.

Grant of Security. As collateral The Company hereby grants a first priority security interest, as that term is defined in the Uniform Commercial Code of New York (the “UCC”), in the Collateral (as such term is hereinafter defined), as security for the due and punctual payment and performance of all the obligations of the Company under and in connection with this Note now or hereafter existing whether for principal, interest, fees, expenses or otherwise (all such obligations of the Company are hereinafter collectively referred to as the “Secured Obligations”). The Company, as security for the Secured Obligations, hereby assigns, pledges, transfers and sets over unto the Holder and its successors and assigns, and hereby grants to the Holder a continuing security interest in, all of the Company’s right, title and interest in and to all of the Company’s now existing or hereafter acquired tangible and intangible properties, including, without limitation, a first lien on all present and future assets of the Company and its subsidiaries (including, but not limited to, each of the now existing or hereafter acquired assets described on Exhibit B hereto) (collectively hereinafter referred to as the “Collateral”). A. This Note shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until payment in full of the Secured Obligations, as and when due, each Grantor hereby pledges and assigns to (ii) be binding upon the Collateral AgentCompany, its successors and permitted assigns, and hereby grants (iii) inure to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent Holder and its respective successors, transferees and assigns. B. This Note secures the Noteholders, a continuing Lien on payment and security interest in, performance of all of such Grantor’s right, title the Secured Obligations and interest in, to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in whichby its execution hereof, the grant of Company authorizes the Holder to file any and all documents necessary or advisable to properly perfect a security interest therein would impair in the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such GrantorCollateral, including, without limitationbut not limited to, the copyright registrations filing of such UCC-1 Financing Statements with the Secretaries of State in any and applications and exclusive copyright licenses set forth all jurisdictions deemed advisable by Holder. Upon the payment in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any full of the foregoingSecured Obligations to the satisfaction of the Holder in its sole discretion, the security interest granted hereby shall terminate, all rights in and to the foregoing provided by international treaties or conventionsCollateral shall revert to the Company and the Holder shall duly file, all rights corresponding thereto throughout at the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any expense of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recoverCompany, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of UCC-3 Amendments necessary to terminate the collateral of or arising from any of the foregoingHolder’s security interest.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents registered patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark registered trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the ObligationsObligations in accordance with their respective terms, the Company Parties hereby pledge, assign, transfer and grant to the Holders as to all Intellectual Property Collateral (defined below), a first priority perfected continuing security interest, except with respect to certain Intellectual Property Collateral listed on Exhibit A-1 to the Security Agreement in which Akzo Nobel Pharma International, B.V., as Collateral Agent under the Intellectual Property Security Agreement dated August 13, 1996 (the "Collateral Agent"), has a first priority security interest (the "Akzo Security Interest Collateral"), and when due, each Grantor hereby pledges and assigns with respect to the Collateral AgentAkzo Security Interest Collateral, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit a second priority perfected security interest until such time as payment in full of the Debt underlying the Akzo Security Interest Collateral Agent and the Noteholdershas been made and, at such time, a continuing Lien on and first priority perfected security interest inin the Akzo Security Interest Collateral, in all of such Grantor’s Company Party's right, title and interest in, to in and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrightsfollowing, whether registered or unregistered, now owned or hereafter acquired by such GrantorCompany Party and whether now or hereafter existing (collectively, the "Intellectual Property Collateral"): (a) all patents, patent applications and patentable inventions, including, without limitation, the copyright registrations each patent and applications and exclusive copyright licenses set forth patent application identified in Schedule C hereto; I attached hereto and made a part hereof, and including without limitation (i) all inventions and improvements described and claimed therein, (ii) the right to sue ▇▇ otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past and future infringements thereof), and (iv) all rights corresponding thereto throughout the world and all reissues, divisions, continuations, continuations-in-part, extensionsprovisionals, substitutes, renewals, and extensions thereof, all improvements thereon and all other rights of any kind whatsoever of such Company Party accruing thereunder or pertaining thereto (the "Patents"); (b) all trademarks, service marks, trade names, trade dress or other indicia of trade origin, trademark and service mark ▇▇▇istrations, and applications for trademark or service mark ▇▇▇istrations and any renewals thereof, including, without limitation, each registration and reexaminations application identified in Schedule II attached hereto and made a part hereof, and including without limitation (i) the right to sue ▇▇ otherwise recover for any and all past, present and future infringements and misappropriations thereof, (ii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof), and (iii) all rights corresponding thereto throughout the (c) all copyrights, whether statutory or common law, and whether or not the underlying works of authorship have been published, and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each copyright registration and copyright application, if any, identified in Schedule III attached hereto and made a part hereof, and including, without limitation, (i) the right to print, publish and distribute any of the foregoing, (ii) the right to sue ▇▇ otherwise recover for any and all rights past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past or conventionsfuture infringements thereof), and (iv) all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor Company Party accruing thereunder or pertaining theretothereto (the "Copyrights"); (vd) all license agreements with any other person in connection with any of the Patents, Trademarks or Copyrights, or such other person's patents, trade names, trademarks, service marks or copyrights, whether such Company Party is a licensor or licensee under any such license agreement, including, without limitation, the license agreements listed on Schedule IV attached hereto and made a part hereof, subject, in each case, to the terms of such license agreements, including, without limitation, terms requiring consent to a grant of a security interest, and any right to prepare for sale, sell and advertise for sale, all Inventory (as defined in the Security Agreement) now or hereafter owned by such Company Party and now or hereafter covered by such licenses (the "Licenses"); and (e) all proceeds of any and all claims for damages and injunctive relief for pastof the foregoing Intellectual Property Collateral (including, present and future infringementwithout limitation, dilutionproceeds that constitute property of the types described in clauses (a) - (d) of this Section 1) and, misappropriationto the extent not otherwise included, violationall (i) payments under insurance (whether or not the Holders are the loss payees thereof), misuse or breach any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect toforegoing Intellectual Property Collateral, and Supporting (ii) cash. Until the Obligations relating toshall have been satisfied in full and this Agreement shall have been terminated, the Company and its Subsidiaries (as defined in the Purchase Agreement), shall 5 not, without the Holders' prior written consent, which consent will not be unreasonably withheld, create, incur or assume any and all pledge, sale, license or assignment of the collateral of or arising from any of the foregoingIntellectual Property Collateral, or grant, convey or hypothecate any interest in the Intellectual Property Collateral, or take any action the effect of which is to have created any Lien, encumbrance, claim, charge, preference, priority or other restriction on the Intellectual Property Collateral.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications and all exclusive patent licenses set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications and all exclusive trademark licenses set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, including the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and Each Pledgor hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such GrantorPledgor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) ): the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B A hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; thereby (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) “Trademarks”); all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor Pledgor accruing thereunder or pertaining thereto; (v) ; any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) and any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing. provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (iv), the security interest created hereby shall not extend to, and the term “Collateral,” shall not include any lease, license or other agreement to the extent that (and only for so long as) a grant of a security interest therein would violate or invalidate such lease, license, or agreement, or create a right of termination in favor of any other party thereto (other than any Pledgor), in each case to the extent not rendered unenforceable pursuant to applicable provisions of the UCC or other applicable law, provided, that the Collateral includes proceeds and receivables of any property excluded under the foregoing proviso, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patent registrations and Patent published patent applications set forth in Schedule A heretohereto (the “Patents”) (it being understood that such Schedule A does not include any confidential and unpublished patent applications); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s right, title and interest in, in and to and under the following (the “Intellectual Property Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (i) the Patents all trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or source identification, trademark and Patent service ▇▇▇▇ registrations, and applications set forth for trademark or service ▇▇▇▇ registrations and any new renewals thereof, including, without limitation, each registration and application identified in Schedule A 1 attached hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States , however, not including any pending “intent-to-use use” application for registration of a trademark applications or service ▇▇▇▇ filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the extent filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, to the extent, if any, that, and solely during the period period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark applications application under applicable federal law)Law, together with (ii) the goodwill symbolized thereby; right to ▇▇▇ or otherwise recover for any and all past, present and future infringements, dilutions and other violations thereof, (iii) all Copyrightsincome, whether registered royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or unregisteredother disposition thereof and damages and payments for past, now owned present or hereafter acquired by future infringements, dilutions and other violations thereof), and (iv) all other rights of any kind whatsoever of such GrantorGrantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above; (i) all patents, patent applications and patentable inventions, including, without limitation, the copyright registrations each issued patent and applications and exclusive copyright licenses set forth patent application identified in Schedule C 1 attached hereto; , (ii) all inventions and improvements described and claimed therein, (iii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and other violations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof), (v) all reissues, divisions, continuations, continuations-in-part, extensionssubstitutes, renewals renewals, reexaminations and reexaminations of any of the foregoingextensions thereof, all rights in the foregoing provided by international treaties or conventionsimprovements thereon, all rights corresponding thereto throughout the world and (vi) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (vi) all copyrights, whether or not the underlying works of authorship have been published, and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in Schedule 1 attached hereto, (ii) the rights to print, publish and distribute any of the foregoing, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and other violations thereof, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (viiv) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties royalties, damages and other payments now or and hereafter due and and/or payable with respect tothereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof), and Supporting Obligations relating to, (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; and D. any and all of the collateral of or arising from any proceeds of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, including the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and Each Pledgor hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such GrantorPledgor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) ): all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such GrantorPledgor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; A hereto (iv) the “Copyrights”); all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor Pledgor accruing thereunder or pertaining thereto; (v) ; any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) and any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing. provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (iv), the security interest created hereby shall not extend to, and the term “Collateral,” shall not include any lease, license or other agreement to the extent that (and only for so long as) a grant of a security interest therein would violate or invalidate such lease, license, or agreement, or create a right of termination in favor of any other party thereto (other than any Pledgor), in each case to the extent not rendered unenforceable pursuant to applicable provisions of the UCC or other applicable law, provided, that the Collateral includes proceeds and receivables of any property excluded under the foregoing proviso, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following following, in each case whether now owned or hereafter acquired, developed, or created by such Grantor or otherwise arising in such Grantor and wherever located (collectively, the “Trademark Collateral”): (a) all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, whether or not registered, and with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the Patents registrations and Patent applications set forth required to be listed in Schedule A hereto; attached hereto (as such schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any of the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent thatforegoing, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrightsof the goodwill of the business connected with the use of and symbolized by any of the foregoing, whether registered (iv) the right to ▇▇▇ or unregisteredotherwise recover for any past, now owned present and future infringement, dilution or hereafter acquired by such Grantorother violation of any of the foregoing or for any injury to the related goodwill, and (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto (collectively, “Trademarks”); (b) any and all agreements, licenses and covenants providing for the copyright registrations and applications and exclusive copyright licenses set forth granting of any right in or to any Trademark or otherwise providing for a covenant not to ▇▇▇ for infringement, dilution or other violation of any Trademark or permitting co-existence with respect to a Trademark (whether such Grantor is licensee or licensor thereunder) including, without limitation, those listed or required to be listed in Schedule C A attached hereto; (ivc) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of rights to ▇▇▇ or otherwise recover for any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violationor other violation or impairment thereof, misuse including the right to receive all Proceeds therefrom, including without limitation license fees, royalties, income, payments, claims, damages and proceeds of suit, now or breach hereafter due and/or payable with respect thereto; and (d) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecond Lien Secured Parties, a continuing Lien on and security interest in, in all of such the Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (ia) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (iib) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iiic) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (ve) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such the Grantor’s right, title and interest in, in and to and under the following (the “Additional Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications Trademark applications, prior to the filing and acceptance of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark Trademark applications or any registrations that issue therefrom under applicable federal law), together with the goodwill of the business connected with the use thereof and symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto; (v) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (vvi) any and all claims for damages and damages, other payments and/or injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages, payments or other relief; and (vivii) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and and/or all of the collateral of foregoing or arising from any of the foregoing. provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vii), the security interest created hereby shall not extend to, and the term “Additional Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided, further, that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant grant, attachment or perfection of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications or any registrations resulting therefrom under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, including without limitation, limitation the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing; provided that, notwithstanding anything herein to the contrary, the term “Collateral” as used herein shall not include any Excluded Collateral.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s the right, title and interest of Grantor in, to and under the following following, wherever located, and whether now existing or hereafter arising or acquired from time to time (the “IP Collateral”): (ia) the Patents patents and Patent patent applications set forth in Schedule A heretothe Perfection Certificate dated contemporaneously herewith from Grantor (the “Perfection Certificate”) and all reissues, divisions, continuations, continuations-in-part, renewals, extensions and reexaminations thereof and amendments thereto (the “Patents”); (iib) the Trademark and service mark trademark registrations and applications set forth in Schedule B hereto the Perfection Certificate, together with the goodwill connected with the use of and symbolized thereby and all extensions and renewals thereof (provided that no security interest shall be granted in the “Trademarks”), excluding only United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant grant, attachment or enforcement of a security interest therein would would, under applicable federal law, impair the registrability of such applications or the validity or enforceability of registrations issuing from such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebyapplications; (iiic) all Copyrightsthe copyright registrations, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the applications and copyright registrations and applications and exclusive copyright licenses exclusively licensed to each Grantor set forth in Schedule C heretothe Perfection Certificate, and all extensions and renewals thereof (the “Copyrights”); (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretounder any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world; (ve) any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and (f) any and all claims and causes of action, with respect to any of the foregoing, whether occurring before, on or after the date hereof, including all rights to and claims for damages damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, dilution, misappropriation, violation, misuse misuse, breach or breach with respect to any of the foregoingdefault, with the right, right but not the obligation, no obligation to sue ▇▇▇ for such legal and equitable relief and to collect, or otherwise recover, any such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark m▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s 's right, title and interest in, in and to and under the following (the “Collateral”"COLLATERAL"): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the "PATENTS"); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the "TRADEMARKS"); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the "COPYRIGHTS"); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Creditors a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use intent‑to‑use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use intent‑to‑use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-partcontinuations‑in‑part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; andand HN\1119607.7 (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Trustee for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and second priority security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby collaterally assigns and pledges and assigns to the Collateral Agent, Agent (and its successors and permitted assigns), for the benefit of the Secured Parties, and each Grantor hereby grants to the Collateral Agent, Agent (and its successors and permitted assigns), for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Additional Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark all trademark and service mark ▇▇▇▇ registrations and applications applications, including, without limitation, those set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in whichso long as, the grant creation of a security interest therein or the assignment thereof would impair result in the validity or enforceability loss of such intent-to-use trademark applications under applicable federal lawany material rights therein), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of Additional Collateral or arising from any of the foregoing; provided that, notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Additional Collateral,” shall not include any Excluded Property.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor Debtor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors Secured Party a security interest in and permitted assigns, for the ratable benefit to all of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest of such Debtor in, to and under the following following, wherever located, and whether now existing or hereafter arising or acquired from time to time (the “Patent Collateral”): (ia) All patents and patent applications, including patent application number 14614160 entitled “Near Field Communication (NFC) Vehicle Identification System and Process” filed with the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent thatPatent and Trademark Office and all registrations, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensionsrenewals, renewals extensions and reexaminations of any of re-examinations thereof and amendments thereto (the foregoing, “Patents”); (b) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor Debtor accruing thereunder or pertaining theretounder any of the Patents provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world; (vc) any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the Patents; and (d) any and all claims and causes of action, with respect to any of the Patents, whether occurring before, on or after the date hereof, including all rights to and claims for damages damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, dilution, misappropriation, violation, misuse misuse, breach or breach with respect to any of the foregoingdefault, with the right, right but not the obligation, no obligation to sue for su▇ ▇or such legal and equitable relief and to collect, or otherwise recover, any such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing. provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Collateral,” shall not include any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license, or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor), in each case to the extent not rendered unenforceable pursuant to applicable provisions of the UCC or other applicable law, provided, that the Collateral includes proceeds and receivables of any property excluded under the foregoing proviso, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and The Canadian Borrower hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Canadian Secured Parties a continuing Lien on and security interest inin each type of property described below, and all of such Grantorthe Canadian Borrower’s right, title and interest intherein and thereto, to and under the following (the “Collateral”): (ia) the Patents patents and Patent patent applications set forth in Schedule A hereto; (iib) the Trademark trademark and service mark m▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications any trademark, whether registered, unregistered or applied for, to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iiic) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantorthe Canadian Borrower, including, without limitation, the copyright registrations and applications and exclusive copyright licenses licences set forth in Schedule C hereto; (ivd) all industrial designs, whether registered or unregistered, now owned or hereafter acquired by the Canadian Borrower, including, without limitation, the industrial design registrations and applications set forth in Schedule D hereto; (e) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor the Canadian Borrower accruing thereunder or pertaining thereto; (vf) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vig) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security (a) Each Grantor, in order to secure the Secured Obligations (as defined in SECTION 3), hereby assigns and pledges to Collateral Agent for the due and punctual payment and performance in full benefit of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, Obligee and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the NoteholdersObligee a first-priority security interest, a continuing Lien on and security interest insubject to Permitted Liens (as hereinafter defined in SECTION 5(C) hereof), in all of such the Grantor’s 's right, title and interest inin and to the following, to in each case whether now or hereafter existing or in which the Grantor now has or hereafter acquires an interest and under wherever the following same may be located and all proceeds thereof (the “Collateral”"COLLATERAL"): (i) All of the Patents and Patent applications set forth in Schedule A hereto;Personal Property (other than the Excluded Property); and (ii) All proceeds of any and all of the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications foregoing Collateral and, to the extent thatnot otherwise included, and solely during all payments under insurance (whether or not Collateral Agent or Obligee is the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal lawloss payee thereof), together with the goodwill symbolized thereby; (iii) all Copyrightsor any indemnity, whether registered warranty or unregisteredguaranty, now owned payable by reason of loss or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties damage to or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach otherwise with respect to any of the foregoingforegoing Collateral. For purposes of this Agreement, the term "proceeds" includes whatever is receivable or received when Collateral or proceeds are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including returned premiums, with respect to any insurance relating thereto. (b) At such time as any Personal Property comprising Excluded Property is freed of contractual or legal restrictions against becoming subject to a Lien to secure the right, but not the obligation, to sue for and collect, or otherwise recoverSecured Obligations, such damages; and (vi) any and all ProceedsExcluded Property shall, including without limitation Cash and Noncash Proceeds ofautomatically, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of become subject to the collateral of or arising from any of the foregoingLien hereof.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Trustee for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such the Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (ia) [the Patents United States patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”);] (iib) [the Trademark United States trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B A hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to until the extent that, and solely during earlier of (x) the period in which, the grant filing of a security interest therein would impair statement of use therefore or (y) the validity or enforceability issuance of such intent-to-use trademark applications under applicable federal law)a registration thereon, together with the goodwill symbolized thereby) (the “Trademarks”);] (iiic) [all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such the Grantor, including, without limitation, the United States copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretoA hereto (the “Copyrights”);] (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (ve) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, recover proceeds arising from such damages; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of Collateral or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Purchasers a continuing Lien on and security interest in, in and to all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents United States, international, and Patent foreign patents, patent applications and patent licenses set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall as such Schedule A may be granted in United States intent-to-use trademark applications supplemented from time to time by supplements to the extent thatSecurity Agreement and this IP Security Agreement, each such supplement being in substantially the form of Exhibit C to the Security Agreement (an “IP Security Agreement Supplement”), executed and solely during delivered by such Grantor to the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal lawAgent from time to time), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals extensions and reexaminations of any of the foregoingthereof, and all rights in the foregoing therein provided by international treaties or conventions, all rights corresponding thereto throughout conventions (the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto“Patents”); (vii) the United States and foreign trademark and service ▇▇▇▇ registrations, applications, and licenses set forth in Schedule B hereto (as such Schedule B may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Agent from time to time) (the “Trademarks”); (iii) the copyrights, United States and foreign copyright registrations and applications and copyright licenses set forth in Schedule C hereto (as such Schedule C may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Agent from time to time) (the “Copyrights”); (iv) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse misappropriation or breach with respect to any of the foregoingPatents, Trademarks and Copyrights, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (viv) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any proceeds of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing.

Grant of Security. As collateral security for Each Pledgor hereby grants, and hereby confirms the due and punctual payment and performance in full of grant pursuant to the ObligationsSecurity Agreement, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such GrantorPledgor’s right, title and interest inin and to the After-Acquired Intellectual Property, to and under the following (the “Collateral”):including, without limitation: (i) the Patents patents and Patent patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications applications, together with the goodwill associated therewith, set forth in Schedule B hereto (provided that no security interest shall be granted in but excluding any United States intent-to-use trademark applications prior to the filing and acceptance of a statement of use or an amendment to allege use in connection therewith to the extent that, and solely during the period in which, the that a grant of a security interest therein would impair violates 15 U.S.C. § 1060(a)(1) or applicable law; provided that upon the validity filing and acceptance of a statement of use or enforceability of an amendment to allege use in connection therewith, such United States intent-to-use trademark applications under applicable federal lawapplication shall be automatically included as part of the Pledged Collateral without further action by any Pledgor, the Collateral Agent or any other person), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor Pledgor accruing thereunder or pertaining thereto; (v) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse violation or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents all patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark all trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in any United States intent-to-use trademark applications application for registration of a trademark filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the extent filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, solely to the extent, if any, that, and solely during the period period, if any, in which, the grant of a security interest therein would impair the validity or enforceability or result in the voiding of such intent-to-use trademark applications application or any registration that issues from such application under applicable federal law), together together, in each case, with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, conventions and all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of or arising from to any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark m▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing.

Grant of Security. As collateral security for Pledgor hereby grants, and hereby confirms the due and punctual payment and performance in full of grant pursuant to the ObligationsSecurity Agreement, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such GrantorPledgor’s right, title and interest inin and to the Intellectual Property Collateral, to and under the following (the “Collateral”):including, without limitation: (i) the Patents patents and Patent patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications applications, together with the goodwill associated therewith, set forth in Schedule B hereto (provided that no security interest shall be granted in but excluding any United States intent-to-use trademark applications prior to the filing and acceptance of a statement of use or an amendment to allege use in connection therewith to the extent that, and solely during the period in which, the that a grant of a security interest therein would impair violates 15 U.S.C. § 1060(a)(1) or applicable law; provided that upon the validity filing and acceptance of a statement of use or enforceability of an amendment to allege use in connection therewith, such United States intent-to-use trademark applications under applicable federal lawapplication shall be automatically included as part of the Pledged Collateral without further action by Pledgor, the Collateral Agent or any other person), together with the goodwill symbolized thereby; (iii) all Copyrightscopyrights, (whether registered or unregistered, ) now owned or hereafter acquired by such GrantorPledgor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor Pledgor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse violation or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby grants a first priority ----------------- security interest in, pledges and assigns mortgages, but does not transfer title, to the Collateral Agent, Administrative Agent for its successors benefit and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent Lenders and the Noteholders, a continuing Lien on and security interest inInterest Rate Exchangers, all of such Grantor’s 's right, title and interest in, in and to and under the following (the “Collateral”"COLLATERAL") to secure the Secured Obligations (as hereinafter defined): (a) Each of the Copyrights, rights, titles and interests in and to the Copyrights and works protectable by copyright, which are presently, or in the future may be, owned, created, authored (as a work for hire), acquired or used (whether pursuant to a license or otherwise) by Grantor, in whole or in part, and all Copyright Rights with respect thereto and all Registrations therefor, heretofore or hereafter granted or applied for, and all renewals and extensions thereof, throughout the world, including all proceeds thereof (such as, by way of example and not by limitation, license royalties and proceeds of infringement suits), the right (but not the obligation) to renew and extend such Copyrights, Registrations and Copyright Rights and to register works protectable by copyright and the right (but not the obligation) to ▇▇▇ or bring opposition or cancellation proceedings in the name of Grantor or in the name of Administrative Agent or Lenders or Interest Rate Exchangers for past, present and future infringements of the Copyrights and Copyright Rights, including, without limitation: (i) the Patents all of Grantor's right, title and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications interest, to the extent thatthat it has the same, in and solely during the period to all copyrights or rights or interests in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether copyrights registered or unregistered, now owned or hereafter acquired by such Grantorrecorded in the United States Copyright Office, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Registrations listed on Schedule C A attached hereto, as the same may be amended pursuant hereto from time to time; (ivii) all reissuesof Grantor's right, divisionstitle and interest, continuationsto the extent that it has the same, continuations-in-part, extensions, in and to all renewals and reexaminations extensions of any of such copyrights that may be secured under the foregoing, all rights law now or hereafter in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world force and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damageseffect; and (viiii) any all of Grantor's right, title and interest, to the extent that it has the same, to make and exploit all Proceedsderivative works based on or adopted from all works covered by the copyrights referred to herein; it being understood and agreed that the Collateral assigned hereby shall include, including without limitation Cash limitation, rights and Noncash Proceeds ofinterests pursuant to licensing or other contracts in favor of Grantor pertaining to copyrights and works protectable by copyright presently or in the future owned or used by third-parties, collateral forbut in the case of third-parties which are not Affiliates of Grantor only to the extent permitted by such licensing or other contracts and, incomeif not so permitted, royalties and other payments now or hereafter due and payable only with respect to, and Supporting Obligations the consent of such third-parties; (b) All general intangibles (as defined in Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "CODE") relating to, to the Collateral; and (c) All proceeds of any and all of the collateral foregoing Collateral (including, without limitation, license royalties and proceeds of infringement suits) and, to the extent not otherwise included, all payments under insurance (whether or arising from not Administrative Agent or any Lender or Interest Rate Exchanger is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the foregoing Collateral. For purposes of this Agreement, the term "PROCEEDS" includes whatever is receivable or received when Collateral or proceeds are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including returned premiums, with respect to any insurance relating thereto. It is the intention of Grantor and Administrative Agent that the security interest granted hereby shall attach to the Collateral as of the foregoingdate hereof and shall remain in effect until the indefeasible payment in full of the Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letter of Credit. In addition to, and not by way of limitation of, the pledge and mortgage of the Collateral set forth above, Grantor hereby, effective upon the occurrence of an Event of Default, assigns, grants, sells, conveys, transfers and sets over to Administrative Agent for its benefit and the ratable benefit of Lenders and Interest Rate Exchangers all of Grantor's rights, title and interest in and to the Collateral as security for the Secured Obligations.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges assigns and assigns transfers to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersLenders, a continuing Lien on and security interest in, all of the following property, wherever located and, in each case, now directly owned or at any time hereafter directly acquired and owned by such Grantor or in which such Grantor now has or at any time in the future directly acquires and holds any right, title or interest (collectively, the “Trademark Collateral”) as collateral security for the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s right, title and interest in, to and under the following (the “Collateral”):Obligations: (ia) the Patents All domestic, foreign and Patent applications set forth in Schedule A hereto; (ii) the Trademark multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet Domain Names and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant other indicia of a security interest therein would impair the validity origin or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrightssource identification, whether registered or unregistered, now owned or hereafter acquired by such Grantorand with respect to any and all of the foregoing, and all registrations and applications for registration thereof including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth listed in Schedule C heretoA attached hereto (collectively, the “Trademarks”); (ivb) all reissuesagreements, divisionslicenses and covenants providing for the grant to or from the Grantor of any right in or to any Trademark or otherwise providing for or permitting co-existence with respect to a Trademark (including, continuationswithout limitation, continuations-in-partthose listed on Schedule A attached hereto; and (c) in the case of clauses (a) and (b), (i) all extensions, renewals renewals, and reexaminations of any of the foregoingrestorations thereof, (ii) all rights in the foregoing provided by international treaties to ▇▇▇ or conventions, all rights corresponding thereto throughout the world and all other rights of otherwise recover for any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilutiondilution or other violation or impairment thereof, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (viiii) any and all ProceedsProceeds therefrom, including without limitation Cash and Noncash Proceeds oflicense fees, collateral forroyalties, income, royalties payments, claims, damages and other payments proceeds of suit, now or hereafter due and and/or payable with respect to, thereto and Supporting Obligations relating to, (iv) all other rights of any and all of kind accruing thereunder or pertaining thereto throughout the collateral of or arising from any of the foregoingworld.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “"Collateral”"): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the "Patents"); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law)hereto, together with the goodwill symbolized therebythereby (the "Trademarks"); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the "Copyrights"); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, all of such in the Grantor’s right, title and interest in, in and to and under the following (all of the following items or types of property being herein collectively referred to as the “Trademark Collateral”):), whether now owned or existing or hereafter acquired or arising: (i) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered, owned by the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto Grantor, (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark applications under applicable federal law), together including, without limitation, each Trademark registration and application therefor, referred to in Schedule 1 hereto, and all of the goodwill of the business connected with the use of, or symbolized by, each Trademark; (ii) each Trademark license to which the Grantor is a party, including, without limitation, each Trademark license referred to in Schedule 1 hereto, and all of the goodwill of the business connected with the use of, or symbolized therebyby, each Trademark licensed pursuant thereto; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications for registration for any Trademark, together with all extensions and exclusive copyright licenses set forth in Schedule C heretorenewals thereof; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such the Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecond Lien Secured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (ia) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (iib) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iiic) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (ve) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security Grantor hereby grants Agent, on behalf of and for the due benefit of Secured Parties and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, in all of such Grantor’s their right, title title, and interest in, to and under the following property, whether now or hereinafter existing or acquired, whether tangible or intangible and wherever the same may be located (collectively, the “Collateral”): (ia) the Patents Collection Account; (b) the Material Contracts; (c) the Intellectual Property Rights, including the Patent Rights; (d) the Regulatory Approvals, authorizations, and Patent applications data relating to the Covered Products; (e) all books, records and database extracts of Grantor relating to any of the foregoing Collateral; and (f) all proceeds of or from any and all of the foregoing Collateral, including all payments under any indemnity, warranty or guaranty, and all money now or at any time in possession or control of, or in transit to, Secured Parties and Agent, relating to any of the foregoing Collateral. Notwithstanding the foregoing definition of the term “Collateral,” the foregoing security interest is granted subject to all of the obligations of Grantor set forth in Schedule A hereto;the Elyxyb License Agreement and the Gloperba License Agreement, and Agent agrees not to take any action, in foreclosure proceedings, in bankruptcy proceedings or otherwise, to disturb or challenge the enforceability of the applicable Counterparty’s rights under the Elyxyb License Agreement and the Gloperba License Agreement. (iii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States any intent-to-use trademark applications application prior to the extent filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period period, if any, in which, which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications application under applicable federal law, (ii) any lease, license or other contract or any governmental authorization, certificate, charter, franchise, approval and consent of Grantor (other than any proceeds and receivables thereof unless such proceeds and receivables would otherwise be excluded from Collateral pursuant to the terms of this paragraph) if the grant of a security interest in such lease, license, contract, governmental authorization, certificate, charter, franchise, approval or consent in the manner contemplated by this Agreement is prohibited by the terms of such lease, license, contract governmental authorization, certificate, charter, franchise, approval or consent (provided that such requirement existed on the Closing Date or at the time of the acquisition of such asset and was not incurred in contemplation thereof (other than in the case of capital leases and purchase money financings)) or by Applicable Law and would result in the termination of such lease, license or contract in favor of any other party thereto (other than Grantor) or give the other parties thereto (other than Grantor) the right to terminate, accelerate or otherwise adversely alter grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or requires any consent from the counterparty thereto or a Governmental Authority not obtained (without any requirement to obtain such consent or authorization), together with after giving effect to the goodwill symbolized thereby; applicable anti- assignment provisions of the UCC, or (iii) all Copyrightsassets to the extent the pledge thereof or grant of security interests therein (A) is prohibited by any Applicable Law, whether registered rule or unregistered, now owned or hereafter acquired by such Grantor, including, without limitationregulation (other than proceeds and receivables thereof, the copyright registrations assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition), or (B) requires any consent, approval, license or other authorization of any third party (other than the Grantor or its Subsidiaries) pursuant to a contract binding on such asset (provided that such requirement existed on the Closing Date or at the time of the acquisition of such asset and applications was not incurred in contemplation thereof) or Governmental Authority not obtained, other than to the extent such prohibition or restriction would be rendered ineffective under the UCC (other than proceeds and exclusive copyright licenses receivables thereof, the assignment of which is expressly deemed effective under the UCC); provided that, in the event of the termination or elimination of any such prohibition or the requirement for any consent for the pledge or grant of security interest in such asset to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such asset shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. Each item of Collateral listed in this Section 2 that is defined in Article 9 of the UCC shall have the meaning set forth in Schedule C hereto; (iv) all reissuesthe UCC. For the avoidance of doubt, divisions▇▇▇▇▇▇▇’s rights, continuationstitle and interest in and to the Purchased Receivables have been sold, continuations-in-partassigned, extensionstransferred, renewals conveyed and reexaminations of any granted to the Secured Parties pursuant to the Purchase Agreement and it is the intention of the foregoingParties that such transaction be treated as a true and absolute sale, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoingrecourse.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each (a) Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under all of the following personal property, in each case whether now owned or existing or hereafter acquired, possessed or arising, whether tangible or intangible, wherever located (all of which collectively shall hereinafter be referred to as the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A heretoall Accounts; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebyall Chattel Paper; (iii) all CopyrightsMoney and all Deposit Accounts, whether registered or unregistered, now owned or hereafter acquired by together with all amounts on deposit from time to time in such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretoDeposit Accounts; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretoDocuments; (v) any all General Intangibles, including Payment Intangibles and all claims for damages Intellectual Property; (vi) all Goods, including Inventory, Equipment, Farm Products and injunctive relief for pastFixtures; (vii) all Instruments; (viii) all Investment Property; (ix) all Letter-of-Credit Rights and other Supporting Obligations; (x) all Records; (xi) all Commercial Tort Claims, present including those set forth on Schedule 1 annexed hereto; (xii) all books and future infringement, dilution, misappropriation, violation, misuse or breach records relating to any of the foregoing; and (xiii) all Proceeds and Accessions with respect to any of the foregoingforegoing Collateral. Each category of Collateral set forth above shall have the meaning set forth in the UCC (to the extent such term is defined in the UCC), with it being the right, but not intention of the obligation, Grantors that the description of the Collateral set forth above be construed to sue for and collect, or otherwise recover, such damages; andinclude the broadest possible range of assets. (vib) Notwithstanding anything herein to the contrary, in no event shall the Collateral include (nor shall any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect todefined term used therein include), and Supporting Obligations relating tono Grantor shall be deemed to have granted a security interest in, any of such Grantor’s rights or interests in any Excluded Property. (c) Notwithstanding anything herein to the contrary, (i) the Grantors shall not be required to take any action intended to cause “Excluded Property” to constitute Collateral and all (ii) none of the collateral of covenants or arising from representations and warranties herein or in any of the foregoingother Security Document shall be deemed to apply to any property constituting Excluded Property.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Noteholders a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such the Grantor’s right, title and interest in, in and to and under the following (the “Additional Collateral”): (ia) [the Patents United States patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”);] (iib) [the Trademark United States trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B A hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to until the extent that, and solely during earlier of (x) the period in which, the grant filing of a security interest therein would impair statement of use therefore or (y) the validity or enforceability issuance of such intent-to-use trademark applications under applicable federal law)a registration thereon, together with the goodwill symbolized thereby) (the “Trademarks”);] (iiic) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, [the United States copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretoA hereto (the “Copyrights”);] (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (ve) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications and all exclusive patent licenses set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications and all exclusive trademark licenses set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, including the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and Borrower hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Lender a continuing Lien on and security interest in, in and lien upon all of such GrantorBorrower’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such GrantorBorrower, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor Borrower accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the prompt, complete and indefeasible payment when due (whether on the payment dates, by acceleration or otherwise) of all the Secured Obligations (and punctual payment and performance in full support of the Obligationsits Guarantee hereunder), as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby Subsidiary grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of Lender a security interest therein would impair the validity or enforceability in all of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, Subsidiary's personal property now owned or hereafter acquired by such Grantoracquired, including, without limitationincluding the following (collectively, the copyright registrations "Collateral"): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the capital stock of any foreign Subsidiary that constitutes a Permitted Investment if to include such capital stock as Collateral would cause Borrower or Subsidiary adverse tax consequences under Internal Revenue Section 956 or any successor statute); (g) Deposit Accounts; (h) Cash; (i) Goods; (j) Intellectual Property (other than Intellectual Property designated as “Excluded Intellectual Property” on a supplement to Exhibit D delivered herewith), including all Accounts and applications General Intangibles that consist of rights to payment and exclusive copyright licenses set forth in Schedule C hereto; (iv) proceeds from the sale, licensing or disposition of all reissues, divisions, continuations, continuations-in-or any part, extensionsor rights in, renewals the Intellectual Property (“Rights to Payment”); (k) other tangible and reexaminations intangible personal property of any Subsidiary whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Subsidiary and wherever located; and, (l) to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; provided however that the security interest shall not extend to any property that is subject to a Permitted Lien described in clause (vii) of the definition of "Permitted Lien", all rights to the extent that the inclusion of such property in the foregoing Collateral hereunder would violate or require any consent under the agreements governing such Permitted Liens or associated Indebtedness; provided by international treaties or conventionsfurther however, all rights corresponding thereto throughout that the world security interest shall not extend to any Accounts and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach General Intangibles that prohibit assignment unless the prohibition against assignment would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406 or 9-408 of the UCC or any successor provision or provisions of any relevant jurisdiction or any other applicable law, including the Bankruptcy Code, or principles of equity. Notwithstanding the foregoing, with if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the rightunderlying Excluded Intellectual Property is necessary to have a security interest in the Rights to Payment, but not then the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect toCollateral shall automatically, and Supporting Obligations relating to, any and all effective as of the collateral date of or arising from any this Agreement, include the Excluded Intellectual Property to the extent necessary to permit perfection of the foregoingLender’s security interest in the Rights to Payment.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby collaterally assigns and pledges and assigns to the Collateral Agent, Agent (and its successors and permitted assigns), for the benefit of the Secured Parties, and each Grantor hereby grants to the Collateral Agent, Agent (and its successors and permitted assigns), for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in and to all of such Grantor’s right, title and interest inin and to the following, to and under whether now owned or hereafter acquired by the following undersigned (the “Collateral”): (i) the Patents all patents and Patent applications patent applications, including, without limitation, those set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark all trademark and service mark ▇▇▇▇ registrations and applications applications, including, without limitation, those set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in whichso long as, the grant creation of a security interest therein or the assignment thereof would impair result in the validity or enforceability loss of such intent-to-use trademark applications under applicable federal lawany material rights therein), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing; provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any Excluded Property.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Creditors, a continuing Lien on and security interest in, in all of such the Grantor’s right, title and interest in, in and to and under the following (the “Additional Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use intent‑to‑use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use intent‑to‑use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-partcontinuations‑in‑part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; andand HN\1119607.7 (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assignsfor the benefit of the Secured Parties, and each Grantor hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in and to all of such Grantor’s right, title and interest in, in and to and under the following (the “Additional Collateral”): (i) i. all Patents, including the Patents patents and Patent patent applications set forth in Schedule A heretoIII hereto (the “Patent Collateral”); (ii) . all Trademarks, including the Trademark trademark and service mark registrations and applications set forth in Schedule B III hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the L▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the L▇▇▇▇▇ Act with respect thereto, to the extent that, and solely during the period period, if any, in which, the grant of a security interest therein or the assignment thereof would impair the validity or enforceability of any registration that issues from such intent-to-use trademark applications application under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademark Collateral”); (iii) . all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretoIII hereto (the “Copyright Collateral”); (iv) . all reissues, divisionsdivisionals, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) v. any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) . any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing; provided that, notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi) or elsewhere in the Loan Documents, the security interest created hereby shall not extend to, and the term “Additional Collateral,” shall not include any Excluded Property.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and The undersigned hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, and a security interest is taken in all of such Grantor’s its right, title and interest inin and to its Collateral, to and under including without limitation the following (the “Collateral”): (i) the Patents and Patent applications set forth following, in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, each case whether registered or unregistered, now owned or hereafter acquired by such Grantorthe undersigned, wherever located and whether now or hereafter existing or arising (collectively and hereinafter, the undersigned's “Collateral”): all Equipment, Inventory, Security Collateral (including, without limitation, the copyright registrations and applications and exclusive copyright licenses indebtedness set forth in on Schedule A hereto and the securities and securities/deposit accounts set forth on Schedule B hereto), Receivables, Related Contracts, Agreement Collateral, Account Collateral (including, the deposit accounts set forth on Schedule C hereto; ), Intellectual Property Collateral, all books and records (ivincluding, without limitation, customer lists, credit files, printouts and other computer output materials and records) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or undersigned pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for undersigned's Collateral and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash all its present and Noncash Proceeds after acquired personal property, and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the undersigned's Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or arising from not the Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoingforegoing Collateral, and (B) cash.

Grant of Security. As collateral security (a) Each Grantor, in order to secure the Secured Obligations (as defined in SECTION 3), hereby assigns and pledges to Collateral Agent for the due and punctual payment and performance in full benefit of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, Obligee and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the NoteholdersObligee a junior security interest, a continuing Lien on and security interest insubject to Permitted Liens (as hereinafter defined in SECTION 5(c) hereof), in all of such the Grantor’s 's right, title and interest inin and to the following, to in each case whether now or hereafter existing or in which the Grantor now has or hereafter acquires an interest and under wherever the following same may be located and all proceeds thereof (the “Collateral”"COLLATERAL"): (i) All of the Patents and Patent applications set forth in Schedule A hereto;Personal Property (other than the Excluded Property); and (ii) All proceeds of any and all of the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications foregoing Collateral and, to the extent thatnot otherwise included, and solely during all payments under insurance (whether or not Collateral Agent or Obligee is the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal lawloss payee thereof), together with the goodwill symbolized thereby; (iii) all Copyrightsor any indemnity, whether registered warranty or unregisteredguaranty, now owned payable by reason of loss or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties damage to or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach otherwise with respect to any of the foregoingforegoing Collateral. For purposes of this Agreement, the term "proceeds" includes whatever is receivable or received when Collateral or proceeds are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including returned premiums, with respect to any insurance relating thereto. (b) At such time as any Personal Property comprising Excluded Property is freed of contractual or legal restrictions against becoming subject to a Lien to secure the right, but not the obligation, to sue for and collect, or otherwise recoverSecured Obligations, such damages; and (vi) Excluded Property shall, automatically, become subject to the Lien hereof, PROVIDED that in no event shall a lien be granted on any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now assets required to be placed in a Reserve Account pursuant to the Reorganization Plan or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoingHomesite Program.

Grant of Security. As collateral security for The Grantors, to secure the due and punctual payment and performance Secured Obligations (as defined below), pursuant to the Code (each term used in full of this granting paragraph that is defined in the Obligations, as and when dueCode shall have the meaning specified in the Code), each Grantor hereby collaterally assigns, pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors for itself and permitted assigns, as agent for the ratable benefit interest of the Collateral Agent and the NoteholdersLenders, a continuing Lien on and security interest ininterest, in all of such each Grantor’s right, title and interest in, in and to and under the following (property of such Grantor, 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 interests is collectively referred to as the “Collateral”):; (a) all accounts, as extracted collateral, chattel paper, deposit accounts, securities accounts and commodity accounts, documents, equipment, general intangibles, instruments, inventory, investment property and any supporting obligations related thereto; (b) the commercial tort claims described on Schedule 1 and on any supplement thereto received by the Collateral Agent; (c) all books and records pertaining to the other property described in this Section 1; (A) the Equity Interests owned by such Grantor on the date hereof (including, but not limited to, those listed on Schedule 1) and any other Equity Interests obtained in the future by and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the Patents issued and Patent applications set forth outstanding voting Equity Interests in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now any “first tier” Foreign Subsidiary directly owned or hereafter acquired by such Grantor, includingor (ii) any issued and outstanding Equity Interest in any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, without limitation(B)(i) the debt obligations owed to such Grantor on the date hereof, (ii) any debt securities in the future issued to such Grantor, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities; (C) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the copyright registrations securities referred to in clauses (A) and applications and exclusive copyright licenses set forth in Schedule C hereto; (ivB) above; (D) all reissuesrights and privileges of such Grantor with respect to the securities and other property referred to in clauses (A), divisions, continuations, continuations-in-part, extensions, renewals (B) and reexaminations (C) above; and (E) all proceeds of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (ve) any all machinery, apparatus, equipment, motor vehicles, fittings, fixtures and other tangible personal property of every kind and description, together with all parts, accessories and special tools and all claims for damages increases and injunctive relief for pastaccessions thereto and substitutions and replacements therefore; (f) all patents and patent applications, present tradenames, servicemarks, trademarks and future infringementtrademark applications, dilutiontrade secrets, misappropriationknow-how, violationcopyrights and other intellectual property, misuse including software license agreements with any other party (other than commercial off the shelf software), including without limitation those described on Schedule 1; (g) all other goods and other personal property of such Grantor, whether tangible or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for intangible and collect, or otherwise recover, such damageswherever located; and (vih) any and to the extent not otherwise included in the foregoing, all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any proceeds of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersBank, a continuing Lien on and security interest in, in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following following, in each case whether now owned or hereafter acquired, developed, or created by such Grantor or otherwise arising in such Grantor and wherever located (collectively, the “Trademark Collateral”): (a) all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, whether or not registered, and with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the Patents registrations and Patent applications set forth required to be listed in Schedule A hereto; attached hereto (as such schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any of the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent thatforegoing, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrightsof the goodwill of the business connected with the use of and symbolized by any of the foregoing, whether registered (iv) the right to ▇▇▇ or unregisteredotherwise recover for any past, now owned present and future infringement, dilution or hereafter acquired by such Grantorother violation of any of the foregoing or for any injury to the related goodwill, and (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto (collectively, “Trademarks”); (b) any and all agreements, licenses and covenants providing for the copyright registrations and applications and exclusive copyright licenses set forth granting of any right in or to any Trademark or otherwise providing for a covenant not to ▇▇▇ for infringement, dilution or other violation of any Trademark or permitting co-existence with respect to a Trademark (whether such Grantor is licensee or licensor thereunder) including, without limitation, those listed or required to be listed in Schedule C A attached hereto; (ivc) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of rights to ▇▇▇ or otherwise recover for any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violationor other violation or impairment thereof, misuse including the right to receive all Proceeds therefrom, including without limitation license fees, royalties, income, payments, claims, damages and proceeds of suit, now or breach hereafter due and/or payable with respect thereto; and (d) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, Agent (and its successors and permitted assigns), for the benefit of the Secured Parties, and each Grantor hereby grants to the Collateral Agent, Agent (and its successors and permitted assigns), for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in and to all of such Grantor’s right, title and interest inin and to the following, to and under whether now owned or hereafter acquired by the following undersigned (collectively, the “Collateral”): (i) i. all Patents, including the Patents patents and Patent patent applications set forth in Schedule A heretoIII hereto (the “Patent Collateral”); (ii) . all Trademarks, including the Trademark trademark and service mark registrations and applications set forth in Schedule B III hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the L▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the L▇▇▇▇▇ Act with respect thereto, to the extent that, and solely during the period period, if any, in which, the grant of a security interest therein or the assignment thereof would impair the validity or enforceability of any registration that issues from such intent-to-use trademark applications application under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademark Collateral”); (iii) . all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretoIII hereto (the “Copyright Collateral”); (iv) . all reissues, divisionsdivisionals, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) v. any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) . any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing; provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi) or elsewhere in the Loan Documents, the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any Excluded Property.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications Trademark applications, prior to the filing and acceptance of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark Trademark applications or any registrations that issue therefrom under applicable federal law), together with the goodwill of the business connected with the use thereof and symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto; (v) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (vvi) any and all claims for damages and damages, other payments and/or injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages, payments or other relief; and (vivii) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and and/or payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoingforegoing provided that, notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vii), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided, further, that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and The undersigned hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s its right, title and interest in, to in and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent thatfollowing, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, each case whether registered or unregistered, now owned or hereafter acquired by such Grantorthe undersigned, wherever located and whether now or hereafter existing or arising, but excluding any Excluded Property (collectively, the undersigned’s “Collateral”): all Equipment, Inventory, Receivables, Related Contracts, Security Collateral (including, without limitation, the copyright registrations shares of stock and applications and exclusive copyright licenses other Equity Interests set forth on Part I of Schedule I hereto, the indebtedness set forth on Part II of Schedule I hereto and the deposit accounts and securities accounts set forth on Schedules II and III hereto), Agreement Collateral, Account Collateral, Intellectual Property Collateral (including, without limitation, each property set forth on Schedule IV hereto), IP Agreements, Commercial Tort Claims Collateral (including, without limitation, the commercial tort claims described in Schedule C V hereto; ), all books and records (ivincluding, without limitation, customer lists, credit files, printouts and other computer output materials and records) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or undersigned pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoingundersigned’s Collateral, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the undersigned’s Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or arising from not the Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoingforegoing Collateral, and (B) cash.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (ia) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (iib) the Trademark trademark and service mark m▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications any trademark, whether registered, unregistered or applied for, to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iiic) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (ve) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each (a) Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors Agent a continuing first priority security interest in and permitted assigns, for the ratable benefit to all of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s 's right, title and interest in, in and to and under the following (the “"Collateral”"): (i) the Patents United States, international, and Patent foreign patents, patent applications and patent licenses set forth in on Schedule A and B hereto; (ii) the Trademark , as Schedule A and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall may be granted in United States intent-to-use trademark applications supplemented from time to time by supplements to the extent thatSecurity Agreement and this Agreement which may be executed and delivered by the Grantor to the Agent, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law)from time to time, together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals extensions and reexaminations of any of the foregoingthereof, and all rights in the foregoing therein provided by international treaties or conventions, all rights corresponding thereto throughout conventions (the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto"Patents"); (vii) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse misappropriation or breach with respect to any of the foregoingPatents, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (viiii) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any proceeds of the foregoing. (b) The pledge and collateral assignment of, and the grant of a first priority security interest in, the Collateral by the Grantor under this Agreement secures the payment of all Obligations of the Grantor now or hereafter existing, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. (c) The Grantor authorizes and requests that the Commissioner of Patents and Trademarks and any other applicable government officer record this Agreement.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark m▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Additional Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of foregoing or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s right, title and interest in, in and to and under the following (the “Intellectual Property Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (i) the Patents all trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or source identification, trademark and Patent service ▇▇▇▇ registrations, and applications set forth for trademark or service ▇▇▇▇ 1 Insert appropriate sequential numeric reference. registrations and any new renewals thereof, including, without limitation, each registration and application identified in Schedule A 1 attached hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States , however, not including any pending “intent-to-use use” application for registration of a trademark applications or service ▇▇▇▇ filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the extent filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, to the extent, if any, that, and solely during the period period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark applications application under applicable federal law)Law, together with (ii) the goodwill symbolized thereby; right to ▇▇▇ or otherwise recover for any and all past, present and future infringements, dilutions and other violations thereof, (iii) all Copyrightsincome, whether registered royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or unregisteredother disposition thereof and damages and payments for past, now owned present or hereafter acquired by future infringements, dilutions and other violations thereof), and (iv) all other rights of any kind whatsoever of such GrantorGrantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above; (i) all patents, patent applications and patentable inventions, including, without limitation, the copyright registrations each issued patent and applications and exclusive copyright licenses set forth patent application identified in Schedule C 1 attached hereto; , (ii) all inventions and improvements described and claimed therein, (iii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and other violations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof), (v) all reissues, divisions, continuations, continuations-in-part, extensionssubstitutes, renewals renewals, reexaminations and reexaminations of any of the foregoingextensions thereof, all rights in the foregoing provided by international treaties or conventionsimprovements thereon, all rights corresponding thereto throughout the world and (vi) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (vi) all copyrights, whether or not the underlying works of authorship have been published, and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in Schedule 1 attached hereto, (ii) the rights to print, publish and distribute any of the foregoing, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and other violations thereof, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (viiv) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties royalties, damages and other payments now or and hereafter due and and/or payable with respect tothereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof), and Supporting Obligations relating to, (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; and D. any and all of the collateral of or arising from any proceeds of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) ): the Patents patents and Patent patent applications set forth in Schedule A hereto; hereto (ii) the Trademark “Patents”); the trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications applications, or any trademark registrations issuing therefrom, under applicable federal law), together with the goodwill symbolized thereby; thereby (iii) the “Trademarks”); all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; hereto (iv) the “Copyrights”); all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) ; any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) and any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each (a) Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assignsTrustee, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in and continuing lien on all of such Grantor’s right, title and interest in, to and under all personal property of such Grantor including, but not limited to the following following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A heretoAccounts; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebyContracts; (iii) Chattel Paper; (iv) Documents; (v) General Intangibles; (vi) Goods (including all Copyrightsof its Equipment, whether registered or unregisteredFixtures and Inventory), now owned or hereafter acquired by such Grantortogether with all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor; (vii) Instruments; (viii) Insurance; (ix) Intellectual Property; (x) Investment Related Property (including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretoDeposit Accounts); (ivxi) Letter of Credit Rights; (xii) Money; (xiii) Receivables and Receivables Records; (xiv) Commercial Tort Claims now or hereafter described on Schedule 5.2(III); (xv) to the extent not otherwise included above, all reissuesother personal property of any kind and all Collateral Records, divisionsCollateral Support and Supporting Obligations relating to any of the foregoing; and (xvi) to the extent not otherwise included above, continuationsall Proceeds, continuations-in-partproducts, extensionsaccessions, renewals rents and reexaminations profits of or in respect of any of the foregoing. (b) Notwithstanding anything herein to the contrary, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout liens and security interests granted to the world Collateral Trustee pursuant to this Agreement and all other rights the exercise of any kind whatsoever of such Grantor accruing thereunder right or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect remedy by the Collateral Trustee hereunder are subject to any the provisions of the foregoingIntercreditor Agreements. To the extent that the provisions of this Agreement shall conflict, or shall be inconsistent, with the rightprovisions of any Intercreditor Agreement, but not the obligationapplicable provisions of such Intercreditor Agreement shall control; provided that nothing in the Intercreditor Agreement shall limit the rights, to sue for and collectprotections, immunities or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all indemnities of the collateral Collateral Trustee under the Indenture Documents. Notwithstanding anything herein to the contrary, prior to the Discharge of or arising from any First Priority Obligations (as defined in the Junior Priority Intercreditor Agreement), the requirements of this Agreement to deliver Collateral to the foregoingCollateral Trustee shall be deemed satisfied by delivery of such Collateral to the Credit Agreement Agent.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest inin and to the following, to and under whether now owned or hereafter acquired by the following undersigned (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant so long as creation of a security interest therein or the assignment thereof would impair result in the validity or enforceability loss of such intent-to-use trademark applications under applicable federal lawany material rights therein), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing; provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any Excluded Property.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral AgentTrustee for its benefit and for, its successors and permitted assignsin trust for, for the ratable benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien lien on and a security interest in, all of such Grantor’s right, title and interest in, in and to and under the following (but in all cases excluding any Excluded Asset) (the “Additional Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A hereto; (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States any intent-to-use trademark or service ▇▇▇▇ applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark or service ▇▇▇▇ applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such the Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such the Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral of or arising from any of the foregoingAdditional Collateral.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors for itself and permitted assigns, for the ratable security and benefit of the Collateral Agent and the NoteholdersSecured Parties, a continuing Lien on and security interest in, in all of such Grantor’s 's right, title and interest in, in and to and under the following (the “"Collateral”"): (ia) the Patents patents and Patent patent applications set forth in Schedule A hereto; (iib) the Trademark trademark and service mark registrations and applications set forth in Schedule B hereto (provided p▇▇▇▇ded that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iiic) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, ; (e) all rights corresponding thereto to the foregoing throughout the world world, and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (vf) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi▇) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, of any and all of the collateral of foregoing Collateral or arising from any of the foregoing. Anything herein to the contrary notwithstanding, in no event shall the security interest granted under this Section 1 attach to any (i) Excluded Assets or (ii) lease, license, contract, property rights or agreement to which any Grantor is a party or any of the rights or interests of any Grantor thereunder if and for so long as the grant of such security interest shall constitute or result in (x) the abandonment, invalidation, or unenforceability of any material right, title or interest of any Grantor therein or (y) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the 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 the condition causing such abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (x) or (y) above.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Secured Party ----------------- a continuing Lien on and security interest in, in all of such Grantor’s 's right, title and interest inin and to the following, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located (the "COLLATERAL"): (a) each of the Trademarks and rights and interests in Trademarks which are presently, or in the future may be, owned, held (whether pursuant to a license or otherwise) or used by Grantor, in whole or in part (including, without limitation, the Trademarks specifically identified in Schedule A annexed ---------- hereto, as the same may be amended pursuant hereto from time to time), and including all Trademark Rights with respect thereto and all federal and state Registrations therefor heretofore or hereafter granted or applied for, the right (but not the obligation) to register claims under any state or federal trademark law and to apply for, renew and extend the Trademarks, Registrations and Trademark Rights, the right (but not the obligation) to ▇▇▇ or bring opposition or cancellation proceedings in the name of Grantor or in the name of Secured Party or otherwise for past, present and future infringements of the Trademarks, Registrations or Trademark Rights and all rights (but not obligations) corresponding thereto in the United States, and the Associated Goodwill; it being understood that the rights and interests included herein shall include, without limitation, all rights and interests pursuant to licensing or other contracts in favor of Grantor pertaining to the Trademarks, Registrations or Trademark Rights presently or in the future owned or used by third parties but, in the case of third parties which are not Affiliates of Grantor, only to the extent permitted by such licensing or other contracts and, if not so permitted, only with the consent of such third parties; (b) the following documents and things in Grantor's possession, or subject to Grantor's right to possession, related to (Y) the production, sale and delivery by Grantor, or by any Affiliate, licensee or subcontractor of Grantor, of products or services sold or delivered by or under the following authority of Grantor in connection with the Trademarks, Registrations or Trademark Rights (which products and services shall, for purposes of this Agreement, be deemed to include, without limitation, products and services sold or delivered pursuant to merchandising operations utilizing any Trademarks, Registrations or Trademark Rights); or (Z) any retail or other merchandising operations conducted under the “Collateral”):name of or in connection with the Trademarks, Registrations or Trademark Rights by Grantor or any Affiliate, licensee or subcontractor of Grantor: (i) all lists and ancillary documents that identify and describe any of Grantor's customers, or those of its Affiliates, licensees or subcontractors, for products sold and services delivered under or in connection with the Patents Trademarks or Trademark Rights, including without limitation any lists and Patent applications set ancillary documents that contain a customer's name and address, the name and address of any of its warehouses, branches or other places of business, the identity of the Person or Persons having the principal responsibility on a customer's behalf for ordering products or services of the kind supplied by Grantor, or the credit, payment, discount, delivery or other sale terms applicable to such customer, together with information setting forth in Schedule A heretothe total purchases, by brand, product, service, style, size or other criteria, and the patterns of such purchases; (ii) the Trademark all product and service mark registrations specification documents and applications set forth production and quality control manuals used in Schedule B hereto (provided that no security interest shall be granted the manufacture or delivery of products and services sold or delivered under or in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together connection with the goodwill symbolized therebyTrademarks or Trademark Rights; (iii) all Copyrightsdocuments which reveal the name and address of any source of supply, whether registered and any terms of purchase and delivery, for any and all materials, components and services used in the production of products and services sold or unregistereddelivered under or in connection with the Trademarks or Trademark Rights; and (iv) all documents constituting or concerning the then current or proposed advertising and promotion by Grantor or its Affiliates, now owned licensees or hereafter acquired by such Grantor, subcontractors of products and services sold or delivered under or in connection with the Trademarks or Trademark Rights including, without limitation, all documents which reveal the copyright registrations media used or to be used and applications the cost for all such advertising conducted within the described period or planned for such products and exclusive copyright licenses set forth in Schedule C heretoservices; (ivc) all reissuesgeneral intangibles relating to the Collateral; (d) all books, divisionsrecords, continuationsledger cards, continuations-in-partfiles, extensionscorrespondence, renewals computer programs, tapes, disks and reexaminations of related data processing software that at any time evidence or contain information relating to any of the foregoing, all rights Collateral or are otherwise necessary or helpful in the foregoing provided by international treaties collection thereof or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;realization thereupon; and (ve) all proceeds, products, rents and profits (including without limitation license royalties and proceeds of infringement suits) of or from any and all claims for damages and injunctive relief for pastof the foregoing Collateral and, present and future infringementto the extent not otherwise included, dilutionall payments under insurance (whether or not Secured Party is the loss payee thereof), misappropriationor any indemnity, violationwarranty or guaranty, misuse payable by reason of loss or breach damage to or otherwise with respect to any of the foregoingforegoing Collateral. For purposes of this Agreement, with the rightterm "PROCEEDS" includes whatever is receivable or received when Collateral or proceeds are sold, but not the obligationexchanged, to sue for and collect, collected or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds disposed of, collateral for, income, royalties and other payments now whether such disposition is voluntary or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoinginvoluntary.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such the Grantor’s right, title and interest inin and to the following, to and under whether now owned or hereafter acquired by the following undersigned (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant so long as creation of a security interest therein or the assignment thereof would impair result in the validity or enforceability loss of such intent-to-use trademark applications under applicable federal lawany material rights therein), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such the Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing; provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any Excluded Property.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and Borrower hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Lender a continuing Lien on and security interest in, in all of such Grantor▇▇▇▇▇▇▇▇’s right, title and interest in, in and to and under the following (the “Collateral”): (i) 1. all letters patent of the Patents United States and Patent all applications for letters patent of the United States, including those set forth in Schedule A hereto, and all reissues, continuations, divisions, continuations-in-part or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein (the “Patents”); 2. all trademarks, service marks, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof (ii) the Trademark if any), and service mark all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all renewals thereof, including those set forth in Schedule B hereto hereto, together with all goodwill associated therewith or symbolized thereby (provided that no security interest shall be granted in United States intent-to-use trademark applications prior to the extent filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period period, if any, in which, which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications application under applicable federal law) (the “Trademarks”), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following (the “Collateral”):following: (ia) All Copyrights, whether registered or unregistered, held pursuant to the Patents laws of the United States, any state thereof or any other country; all registrations, applications and Patent applications set forth recording in Schedule A hereto; (ii) the Trademark United States Copyright Office or any similar office or agency of the United States, and service mark state thereof and any other country; all continuations, renewals, and extensions thereof; and any registration to be issued under pending applications, including, but not limited to, the registrations and applications set forth referred to in Schedule B hereto 1 hereto, as the same may be updated from time to time (provided that no security collectively, the “Copyright Collateral”). (b) All Patents, including each of the patents and patent applications which are presently, or in the future may be, owned, issued, acquired or used (whether pursuant to a license or otherwise) by Grantor, in whole or in part, and all patent rights with respect thereto throughout the world, including all proceeds thereof (including license royalties and proceeds of infringement suits), foreign filing rights and rights to extend such patents and patent rights; all Grantor’s right, title and interest shall be granted in all patentable inventions, and to file applications for patent under federal patent law or regulation of any foreign country, and to request reexamination and/or reissue of the patents, the right (without obligation) to sue or bring interference proceedings for past, present and future infringements of the patents, and all rights (but not obligations) corresponding thereto in the United States and any foreign country; all general intangibles relating to the Collateral; and all proceeds of any and all of the foregoing (including, without limitation, license royalties and proceeds of infringement suits) and, to the extent not otherwise included, all payments under insurance, or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the Collateral; and all Grantor’s rights, title and interest, in and to patents and patent applications, including, but not limited to, the patents and patent applications referred to in Schedule 1 hereto, as the same may be updated from time to time (collectively, the “Patent Collateral”). (c) All Trademarks (excluding any “intent-to-use use” application trademark applications application prior to the extent acceptance by the United States Patent and Trademark Office of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period period, if any, in which, which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications application under applicable federal law), together with trade names, corporate names, business names, trade styles, service marks, logos, other sources or business identifiers, prints and labels on which any of the goodwill symbolized thereby; (iii) all Copyrightsforegoing have appeared or shall appear, whether registered designs or unregisteredgeneral intangibles of like nature, now owned existing or hereafter acquired by such Grantorthereafter adopted or acquired, all registrations and recordings thereof, any applications in connection therewith, including, without limitation, registrations, recordings, and applications in the copyright United States Patent and Trademark office or in any similar office or agency of the United states, any State thereof or any other countries or any political subdivision thereof, and reissues, extensions, and renewals thereof, and the entire goodwill of the business of Grantor connected with or symbolized by such trademarks, including, but not limited, to the registrations and applications and exclusive copyright licenses set forth referred to in Schedule C 1 hereto;, as the same may be updated from time to time (collectively, the “Trademark Collateral”, and with the Copyright Collateral and Patent Collateral, the “IP Collateral”). (ivd) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any Any and all claims for damages and injunctive relief for by way of past, present present, and future infringement, dilution, misappropriation, violation, misuse or breach with respect to infringement of any of the foregoingrights included above, with the right, but not the obligation, to sue for and collectcollect such damages for said use or infringement of the intellectual property rights identified above. (e) All licenses or other rights to use any of the Copyrights, Patents, or otherwise recoverTrademarks, and all license fees and royalties arising from such damages; anduse to the extent permitted by such license or rights. (vif) All amendments, renewals, and extensions of any of the Copyrights, Trademarks, or Patents. (g) All proceeds and all Proceedsproducts of the foregoing, including without any limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other all payments now under issuance or hereafter due and any indemnity or warranty payable with in respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assignsSecured Party, for the ratable benefit of the Collateral Agent Lenders and the NoteholdersSecured Party, a continuing Lien on and security interest in, in all of such Grantor’s 's right, title and interest inin and to the following, to in each case whether now or hereafter existing, whether tangible or intangible, or in which such Grantor now has or hereafter acquires an interest and under wherever the following same may be located (the “Collateral”"COLLATERAL"): (ia) all rights, title and interest (including rights acquired pursuant to a license or otherwise) in and to all trademarks, service marks, designs, logos, indicia, tradenames, trade dress, corporate names, company names, business names, fictitious business names, trade styles and/or other source and/or business identifiers and applications pertaining thereto, owned by such Grantor, or hereafter adopted and used, in its business (including the Patents and Patent applications trademarks set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in on Schedule B attached hereto, as the same may be amended pursuant hereto from time to time) (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law) (collectively, the "TRADEMARKS"), all registrations that have been or may hereafter be issued or applied for thereon in the United States and any state thereof and in foreign countries (including the registrations and applications specifically set forth on Schedule B attached hereto, as the same may be amended pursuant hereto from time to time) (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law) (the "TRADEMARK REGISTRATIONS"), all common law and other rights in and to the Trademarks in the United States and any state thereof and in foreign countries (the "TRADEMARK RIGHTS"), and all goodwill of such Grantor's business symbolized by the Trademarks and associated therewith (the "ASSOCIATED GOODWILL" and, together with the goodwill symbolized therebyTrademarks, Trademark Registrations and Trademark Rights, the "TRADEMARK COLLATERAL"), it being understood that the rights and interests included in the Trademark Collateral hereby shall include, without limitation, all rights and interests pursuant to licensing or other contracts in favor of such Grantor pertaining to Trademark applications and Trademarks presently or in the future owned or used by third parties but, in the case of third parties which are not Affiliates of such Grantor, only to the extent permitted by such licensing or other contracts and, if not so permitted, only with the consent of such third parties; (iiib) all rights, title and interest (including rights acquired pursuant to a license or otherwise) under copyright in various published and unpublished works of authorship including computer programs, computer data bases, other computer software, layouts, trade dress, drawings, designs, writings and formulas owned by such Grantor (including the works set forth on Schedule C attached hereto, as the same may be amended pursuant hereto from time to time) (collectively, the "COPYRIGHTS"), all copyright registrations issued to such Grantor and applications for copyright registration that have been or may hereafter be issued or applied for thereon by such Grantor in the United States and any state thereof and in foreign countries (including the registrations set forth on Schedule C attached hereto, as the same may be amended pursuant hereto from time to time) (collectively, the "COPYRIGHT REGISTRATIONS"), all common law and other rights in and to the Copyrights in the United States and any state thereof and in foreign countries including all copyright licenses (but with respect to such copyright licenses, only to the extent permitted by such licensing arrangements) (the "COPYRIGHT RIGHTS" and, together with the Copyrights and the Copyright Registrations, the "COPYRIGHT COLLATERAL" and collectively, together with the Trademark Collateral, the "IP COLLATERAL"), including each of the Copyrights, whether registered rights, titles and interests in and to the Copyrights, all derivative works and other works protectable by copyright, which are presently, or unregisteredin the future may be, now owned owned, created (as a work for hire or hereafter for the benefit of such Grantor), authored (as a work for hire or for the benefit of such Grantor) or acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-whole or in part, extensionsand all Copyright Rights with respect thereto and all Copyright Registrations therefor, heretofore or hereafter granted or applied for, and all renewals and reexaminations of any of the foregoingextensions thereof, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world world, including the right to renew and all other rights extend such Copyright Registrations and Copyright Rights and to register works protectable by copyright and the right, exercisable only upon the occurrence and during the continuation of any kind whatsoever an Event of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief Default, to ▇▇▇ for past, present and future infringementinfringements of the Copyrights and Copyright Rights in the name of such Grantor or in the name of the Secured Party or the Lenders, dilutionit being understood that the rights and interests included in the Copyright Collateral hereby shall include, misappropriationwithout limitation, violationall rights and interests pursuant to licensing or other contracts in favor of such Grantor pertaining to Copyright applications and Copyrights presently or in the future owned or used by third parties but, misuse in the case of third parties which are not Affiliates of such Grantor, only to the extent permitted by such licensing or breach other contracts and, if not so permitted, only with the consent of such third parties; and (c) all proceeds, products, rents, profits and royalties of or from any and all of the foregoing IP Collateral and, to the extent not otherwise included, all payments under insurance (whether or not the Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoingforegoing IP Collateral. For purposes of this Agreement, with the rightterm "PROCEEDS" includes whatever is receivable or received when IP Collateral or proceeds are sold, but not the obligationexchanged, to sue for and collect, collected or otherwise recoverdisposed of, whether such damages; and (vi) any and all Proceedsdisposition is voluntary or involuntary, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now all proceeds from the use or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all licensing of the collateral of or arising from IP Collateral, provided that such proceeds shall not include inventory (regardless whether such inventory bears any of the foregoingIP Collateral) or accounts receivable (regardless whether such accounts receivable arise from the sale of inventory that bears any of the IP Collateral, but in any case accounts receivable shall not include any royalties from the licensing of IP Collateral) or inventory sold pursuant to any trademark license granted to the ABL Agent (as defined in the Credit Agreement). Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in any of such Grantor's rights or interests in any license, contract or agreement to which such Grantor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under, any license, contract or agreement to which such Grantor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect. Each item of Collateral listed in this Section 1 that is defined in Articles 8 or 9 of the UCC shall have the meaning set forth in the UCC, as it exists on the date of this Agreement or as it may hereafter be amended, it being the intention of the Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets, except for assets expressly excluded as set forth above.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and The Canadian Borrower hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the NoteholdersCanadian Secured Parties, a continuing Lien on and security interest inin each type of property described below, and all of such Grantorthe Canadian Borrower’s right, title and interest intherein and thereto, to and under the following (the “Collateral”): (ia) the Patents patents and Patent patent applications set forth in Schedule A hereto; (iib) the Trademark trademark and service mark m▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications any trademark, whether registered, unregistered or applied for, to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iiic) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantorthe Canadian Borrower, including, without limitation, the copyright registrations and applications and exclusive copyright licenses licences set forth in Schedule C hereto (d) all industrial designs, whether registered or unregistered, now owned or hereafter acquired by the Canadian Borrower, including, without limitation, the industrial design registrations and applications set forth in Schedule D hereto; (ive) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor the Canadian Borrower accruing thereunder or pertaining thereto; (vf) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue s▇▇ for and collect, or otherwise recover, such damages; and (vig) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Additional Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each The Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit Secured Party a subordinated security interest in all of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such the Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such the Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE SECURED PARTY ACKNOWLEDGES AND AGREES THAT THE SECURITY INTEREST GRANTED TO IT HEREUNDER IS SUBORDINATE IN ALL RESPECTS TO THE SECURITY INTEREST GRANTED TO HEP IN THE SECURITY AGREEMENTS DELIVERED BY GRANTOR TO HEP (“HEP SECURITY AGREEMENTS”), AND THAT ALL RIGHTS GRANTED TO THE SECURED PARTY ARE SUBJECT TO THE SECURITY INTEREST GRANTED TO HEP AND TO THE INTERECREDITOR AGREEMENT.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors Agent for the benefit of the Trustee and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Holders a continuing Lien on and security interest in, in all of such Grantor’s right, title and interest in, in and to and under the following (the “Collateral”): (i) the Patents patents and Patent patent applications set forth in Schedule A heretohereto (the “Patents”); (ii) the Trademark trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the “Trademarks”); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the “Copyrights”); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assignsSecured Party, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, Secured Party a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, in and to and under the following personal property of Grantor, in each case whether now or hereafter existing, whether tangible or intangible, whether now owned or hereafter acquired, wherever the same may be located and whether or not subject to the UCC (the “Intellectual Property Collateral”): (ia) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such GrantorCopyright Registrations and Copyright Rights included in the Assets, including, without limitation, each of the Copyrights included in the Assets, rights, titles and interests in and to the Copyrights, all derivative works and other works protectable by copyright registrations included in the Assets, which are presently, or in the future may be, owned, created (as a work for hire for the benefit of Grantor), authored (as a work for hire for the benefit of Grantor), or acquired by Grantor, in whole or in part, and applications all Copyright Rights with respect thereto and exclusive copyright licenses set forth in Schedule C heretoall Copyright Registrations therefor, heretofore or hereafter granted or applied for, and all renewals and extensions thereof, throughout the world; (ivb) all reissuesTrademarks, divisionsTrademark Registrations, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights Trademark Rights included in the foregoing provided Assets and goodwill of Grantor’s business symbolized by international treaties or conventions, all rights corresponding thereto throughout the world Trademarks included in the Assets and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretoassociated therewith; (vc) any URLs, internet domain names, and websites included in the Assets; (d) all claims for damages proceeds thereof (such as, by way of example and injunctive relief for pastnot by limitation, present license royalties and future infringementproceeds of infringement suits). Notwithstanding anything herein to the contrary, dilutionin no event shall the Intellectual Property Collateral include, misappropriationand Grantor shall not be deemed to have granted a security interest in, violation, misuse or breach with respect to any of Grantor’s rights or interests in or under, any license or Contract, to which Grantor is a party or any of its rights or interests thereunder to the foregoing, with the rightextent, but not only to the obligationextent, to sue for and collectthat such a grant would, under the terms of such license or Contract, result in a breach of the terms of, or otherwise recoverconstitute a default under, such damageslicense or Contract (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the United States Bankruptcy Code) or principles of equity); and (vi) provided, that immediately upon the ineffectiveness, lapse or termination of any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect tosuch provision the Intellectual Property Collateral shall include, and Supporting Obligations relating toGrantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect. In the event that any and all asset of Grantor is excluded from the Intellectual Property Collateral by virtue of the collateral of or arising from any of the foregoingforegoing paragraph, Grantor agrees to use all reasonable efforts to obtain all requisite consents to enable Grantor to provide a security interest in such asset pursuant hereto as promptly as practicable.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors Lender a security interest in and permitted assigns, for the ratable benefit to all of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest of such Grantor in, to and under the following (the “IP Collateral”): (ia) the Patents patents and Patent patent applications set forth in Schedule A hereto; (ii) the Trademark 1 hereto and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensionsrenewals, renewals extensions and reexaminations of any of thereof and amendments thereto (the foregoing“Patents”); (b) the trademark registrations and applications set forth in Schedule 2 hereto, all rights in together with the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout goodwill connected with the world use thereof and symbolized thereby and all other extensions and renewals thereof (the “Trademarks”); (c) the copyright registrations, applications and copyright registrations and applications exclusively licensed to each Grantor set forth in Schedule 3 hereto, and all extensions and renewals thereof (the “Copyrights”); (d) all rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretounder any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world; (ve) any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and (f) any and all claims and causes of action with respect to any of the foregoing, whether occurring before, on or after the date hereof, including all rights to and claims for damages damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, dilution, misappropriation, violation, misuse misuse, breach or breach with respect to any of the foregoingdefault, with the right, right but not the obligation, no obligation to sue s▇▇ for such legal and equitable relief and to collect, or otherwise recover, any such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when dueSubject to compliance with applicable Nevada Gaming Laws, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s 's right, title and interest in, in and to and under the following (the “"Intellectual Property Collateral”):"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor's Obligations: (a) (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark all trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or source identification, internet domain names, trademark and service mark ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantorany new renewals thereof, including, without limitation, the copyright registrations each registration and applications and exclusive copyright licenses set forth application identified in Schedule C hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the "Trademarks"); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 1, and all certificates of invention or similar industrial property rights, (ii) all inventions and improvements described and claimed therein, (iii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, extensionssubstitutes, renewals renewals, and reexaminations of any of the foregoingextensions thereof, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretothereto (collectively, the "Patents"); (vi) all copyrights, whether or not the underlying works of authorship have been published, including but not limited to copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901 of the U.S. Copyright Act) and all such underlying works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in Schedule 1, (ii) the rights to print, publish and distribute any of the foregoing, (iv) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, dilution(iv) all income, misappropriationroyalties, violation, misuse or breach damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto ("Copyrights"); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the "Trade Secrets"); (e) (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use or sell any invention covered in whole or in part by a Patent, and (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with the rightrespect thereto (including, but not the obligationwithout limitation, to sue payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and collect, (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any proceeds of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when dueSubject to compliance with applicable Nevada Gaming Laws, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s right, title and interest in, in and to and under the following (the “Intellectual Property Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations: (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark all trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or source identification, internet domain names, trademark and service mark ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantorany new renewals thereof, including, without limitation, the copyright registrations each registration and applications and exclusive copyright licenses set forth application identified in Schedule C hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the “Trademarks”); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 1, and all certificates of invention or similar industrial property rights, (ii) all inventions and improvements described and claimed therein, (iii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, extensionssubstitutes, renewals renewals, and reexaminations of any of the foregoingextensions thereof, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretothereto (collectively, the “Patents”); (vi) all copyrights, whether or not the underlying works of authorship have been published, including, but not limited to, copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901 of the U.S. Copyright Act) and all such underlying works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in Schedule 1, (ii) the rights to print, publish and distribute any of the foregoing, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, dilution(iv) all income, misappropriationroyalties, violation, misuse or breach damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (“Copyrights”); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the “Trade Secrets”); (e) (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right under any Patent, and (C) any right under any Copyright, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with the rightrespect thereto (including, but not the obligationwithout limitation, to sue payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and collect, (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any proceeds of the foregoing. Notwithstanding the foregoing, the Intellectual Property Collateral shall not include any Excluded Assets or Released Assets.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s right, title and interest inin and to the following, except to and under the following extent that such security interest shall give rise to abandonment, default, or the right of termination of any right, title or interest of such Grantor therein (the “Intellectual Property Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark all trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or source identification, trademark and service mark ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantorany new renewals thereof, including, without limitation, the copyright registrations each registration and applications and exclusive copyright licenses set forth application identified in Schedule C hereto1 excluding any intent-to-use (ITU) United States trademark application for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or, if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a), or examined and accepted, respectively, by the United States Patent and Trademark Office , (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the “Trademarks”); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 1, (ii) all inventions and improvements described and claimed therein, (iii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, extensionssubstitutes, renewals renewals, and reexaminations of any of the foregoingextensions thereof, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining theretothereto (collectively, the “Patents”); (vi) all copyrights, whether or not the underlying works of authorship have been published, including, but not limited to copyrights in software and databases all Mask Works (as defined in 17 U.S.C. 901 of the Copyright Act) and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, mask works and mask work applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in Schedule 1, (ii) the rights to print, publish and distribute any of the foregoing, (iv) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, dilution(iv) all income, misappropriationroyalties, violation, misuse or breach damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (“Copyrights”); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the “Trade Secrets”); (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use, import, export, distribute, offer for sale or sell any invention covered in whole or in part by a Patent, and (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with the rightrespect thereto (including, but not the obligationwithout limitation, to sue payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and collect, (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vif) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any proceeds of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in and to all of such Grantor’s 's right, title and interest in, in and to and under the following (the “"Collateral”): (i) "): the Patents United States, international, and Patent foreign patents, patent applications and patent licenses set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall as such Schedule A may be granted in United States intent-to-use trademark applications supplemented from time to time by supplements to the extent thatSecurity Agreement and this IP Security Agreement, each such supplement being in substantially the form of Exhibit G to the Security Agreement (an "IP Security Agreement Supplement"), executed and solely during delivered by such Grantor to the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal lawCollateral Agent from time to time), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals extensions and reexaminations of any of the foregoingthereof, and all rights in the foregoing therein provided by international treaties or conventionsconventions (the "Patents"); the United States and foreign trademark and service ▇▇▇▇ registrations, all rights corresponding thereto throughout the world applications, and all other rights of any kind whatsoever of licenses set forth in Schedule B hereto (as such Schedule B may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor accruing thereunder or pertaining thereto; to the Collateral Agent from time to time) (vthe "Trademarks"); the copyrights, United States and foreign copyright registrations and applications and copyright licenses set forth in Schedule C hereto (as such Schedule C may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Collateral Agent from time to time) (the "Copyrights"); any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse misappropriation or breach with respect to any of the foregoingPatents, Trademarks and Copyrights, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) and any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any proceeds of the foregoing.

Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, Administrative Agent for the ratable benefit of the Collateral Agent and the Noteholders, Secured Parties a continuing Lien on and security interest in, in all of such Grantor’s 's right, title and interest in, in and to and under the following (the “Collateral”"COLLATERAL"): (i) the Patents registered patents and Patent patent applications set forth in Schedule A heretohereto (the "PATENTS"); (ii) the Trademark registered trademark and service mark ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the Del Monte Security Agreement Exhibit E - Form of Intellectual Property Security Agreement period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized therebythereby (the "TRADEMARKS"); (iii) all Copyrightscopyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C heretohereto (the "COPYRIGHTS"); (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the collateral Collateral of or arising from any of the foregoing.