Common use of Grant of Security Clause in Contracts

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor (a) The Borrower hereby unconditionally grants, assignspledges, transfers and pledges collaterally assigns to each the Collateral Agent, for the benefit of the Secured Party Parties, as collateral security for all Obligations, a separate, continuing security interest (eachin, and a “Security Interest” andLien upon, collectivelyall of the Borrower’s right, title and interest in, to and under, the “Security Interests”) following property, in all assets of such Grantor (other than Real Property) each case whether tangible or intangible, wheresoever located, and whether now owned by the Borrower or hereafter acquired and whether now existing or arising and wherever located hereafter coming into existence (collectively, in each case excluding the Excluded Amounts) (all of the property described in this Section 7.01(a) being collectively referred to herein as the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property;): (i) all Collateral Loans and Related Documents (including those listed, as of such Grantor’s Negotiable Collateralthe Closing Date, in Schedule 3), both now and hereafter owned, including all Collections and other Proceeds thereon or with respect thereto; (jii) each Covered Account and all Money and all investment property (including all securities, all security entitlements with respect to such Covered Account and all financial assets carried in such Covered Account) from time to time on deposit in or credited to each Covered Account; (iii) all interest, dividends, distributions and other Money or property of such Grantor’s rights any kind distributed in respect of Supporting Obligationsthe Collateral Loans of the Borrower, which the Borrower is entitled to receive, including all Collections in respect of its Collateral Loans; (kiv) each Facility Document and all of rights, remedies, powers, privileges and claims under or in respect thereto (whether arising pursuant to the terms thereof or otherwise available to the Borrower at law or equity), including the right to enforce each such Grantor’s Commercial Tort ClaimsFacility Document and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect thereto, to the same extent as the Borrower could but for the assignment and security interest granted to the Collateral Agent under this Agreement; (lv) all of such Grantor’s money, cash, cash equivalents, Cash or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyMoney; (mvi) all loans and investments and, in each case as defined in the UCC, securities, accounts, chattel paper, deposit accounts, instruments, financial assets, investment property, general intangibles, letter-of-credit rights, and supporting obligations of the proceeds Borrower, and products, whether tangible or intangible, all other property of any type or nature in which the Borrower has an interest (including the equity interests of each subsidiary of the foregoingBorrower), including proceeds and all property of the Borrower which is delivered to the Collateral Agent by or on behalf of the Borrower (whether or not constituting Collateral Loans or Eligible Investments); (vii) all Liens, property, guaranties, supporting obligations, insurance and other agreements or Commercial Tort Claims covering arrangements of whatever character from time to time supporting or relating to securing payment of the assets, investments and properties described above; and (viii) all Proceeds of any or and all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from . (b) All terms used in this Section 7.01 but not defined in Section 1.01 shall have the sale, lease, license, exchange, collection, or other disposition of any of respective meanings assigned to such terms in the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyUCC as applicable.

Grant of Security. Each The Grantor hereby unconditionally grants, assigns, assigns and pledges to the Collateral Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by the Grantor (the "Collateral"): (a) all equipment in all of such its forms of the Grantor’s Accounts, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto (any and all of the foregoing being the "Equipment"); (b) all inventory in all of its forms of the Grantor, wherever located, including (i) all raw materials and work in process therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof, (ii) all goods in which the Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the Grantor has an interest or right as consignee), and (iii) all goods which are returned to or repossessed by the Grantor, and all accessions thereto, products thereof and documents therefor (any and all such Grantor’s Booksinventory, materials, goods, accessions, products and documents being the "Inventory"); (c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (including tax refunds) of the Grantor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such Grantor’s Chattel Paperaccounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles being the "Receivables", and any and all such security agreements, guaranties, leases and other contracts being the "Related Contracts"); (d) all Intellectual Property Collateral of such the Grantor’s Deposit Accounts; (e) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Equipment and fixturesthe foregoing in this Section 2.1; (f) all of such the Grantor’s General Intangibles;'s other property and rights of every kind and description and interests therein; and (g) all products, offspring, rents, issues, profits, returns, income and proceeds of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of and from any Secured Party; (m) and all of the foregoing Collateral (including proceeds and products, whether tangible or intangible, of any which constitute property of the foregoingtypes described in clauses (a), including (b), (c), (d), (e) and (f), proceeds of insurance deposited from time to time in the Concentration Account, the Cash Collateral Account and in any lock boxes or Commercial Tort Claims covering or relating to any or all Lockbox Account of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredGrantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor (a) The Borrower hereby unconditionally grants, assignspledges, transfers and pledges collaterally assigns to each the Collateral Agent, for the benefit of the Secured Party Parties, as collateral security for all Obligations, a separate, continuing security interest (eachin, and a “Security Interest” andLien upon, collectivelyall of the Borrower’s right, title and interest in, to and under, the “Security Interests”) following property, in all assets of such Grantor (other than Real Property) each case whether tangible or intangible, wheresoever located, and whether now owned by the Borrower or hereafter acquired and whether now existing or arising and wherever located hereafter coming into existence (collectively, all of the property described in this Section 7.01(a) being collectively referred to herein as the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property;): (i) all Collateral Loans and Related Documents (listed, as of such Grantor’s Negotiable Collateralthe Closing Date, in Schedule 3 hereto), both now and hereafter owned, including all collections and other proceeds thereon or with respect thereto; (jii) each Covered Account and all money and all investment property (including all securities, all security entitlements with respect to such Covered Account and all financial assets carried in such Covered Account) from time to time on deposit in or credited to each Covered Account; (iii) all interest, dividends, stock dividends, stock splits, distributions and other money or property of such Grantor’s rights any kind distributed in respect of Supporting Obligationsthe Collateral Loans of the Borrower, which the Borrower is entitled to receive, including all Collections in respect of its Collateral Loans; (kiv) each Facility Document and all of rights, remedies, powers, privileges and claims under or in respect thereto (whether arising pursuant to the terms thereof or otherwise available to the Borrower at law or equity), including the right to enforce each such Grantor’s Commercial Tort ClaimsFacility Document and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect thereto, to the same extent as the Borrower could but for the assignment and security interest granted to the Collateral Agent under this Agreement; (lv) all Cash or Money in possession of such Grantor’s money, cash, cash equivalents, the Borrower or other assets of each such Grantor that now delivered to the Collateral Agent (or hereafter come into the possession, custody, or control of any Secured Partyits bailee); (mvi) all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC); (vii) all other property of the proceeds Borrower and productsall property of the Borrower which is delivered to the Collateral Agent (or the Custodian on its behalf) by or on behalf of the Borrower (whether or not constituting Collateral Loans or Eligible Investments); (viii) all security interests, whether tangible liens, collateral, property, guaranties, supporting obligations, insurance and other agreements or intangiblearrangements of whatever character from time to time supporting or securing payment of the assets, investments and properties described above; and (ix) all Proceeds of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or and all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from . (b) All terms used in this Section 7.01 that are defined in the sale, lease, license, exchange, collection, or other disposition of any of UCC but are not defined in Section 1.01 shall have the foregoing, respective meanings assigned to such terms in the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyUCC.

Grant of Security. Each The Grantor hereby unconditionally grants, assigns, (i) confirms and acknowledges the continuance of the security interests and Liens granted under the Existing Security Agreement and (ii) assigns and pledges to the Collateral Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by the Grantor (the "Collateral"): (a) all equipment in all of such its forms of the Grantor’s Accounts, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto (any and all of the foregoing being the "Equipment"); (b) all Inventory of such the Grantor’s Books; (c) all Receivables of such the Grantor’s Chattel Paper; (d) all Intellectual Property Collateral of such the Grantor’s Deposit Accounts; (e) all General Intangibles of such the Grantor’s Equipment and fixtures; (f) all Commercial Tort Claims of such the Grantor’s General Intangibles; (g) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Inventorythe foregoing in this Section 2.1; (h) all of such the Grantor’s Investment Related Property;'s other property and rights of every kind and description and interests therein; and (i) all products, offspring, rents, issues, profits, returns, income and Proceeds of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of and from any Secured Party; (m) and all of the proceeds and products, whether tangible or intangible, of any foregoing Collateral (including Proceeds which constitute property of the foregoingtypes described in clauses (a), including proceeds of insurance (b), (c), (d), (e), (f), (g) and (h), Proceeds deposited from time to time in the Concentration Account, the Cash Collateral Account, and in any lock boxes or Commercial Tort Claims covering or relating to any or all Lockbox Account of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredGrantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixturesFixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding the foregoing the term Collateral shall not include (i) any rights or interest in any contract, lease, permit, license, charter or license agreement covering personal property of a Grantor if under the terms of such contract lease, permit, license, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest or lien therein to Agent is prohibited as a matter of law or under the terms of such contract (including where the violation of any such prohibition would result in the termination of the applicable contract), lease, permit, license, charter or license agreement and such prohibition has not been or is not waived or the consent of the other party to such contract, lease, permit license, charter or license agreement has not been or is not otherwise obtained; provided, that, the foregoing exclusion shall in no way be construed (a) to apply if any described prohibition is unenforceable under Section 9-406, 9-407, or 9-408 of the Code or other applicable law, or (b) so as to limit, impair or otherwise affect Agent’s continuing security interests in and liens upon any rights or interests of a Grantor in or to monies due or to become due under any described contract, lease permit, license, charter or license agreement (including any Accounts), or (c) to limit, impair, or otherwise affect Agent’s continuing security interests in and liens upon any rights or interest of a Grantor in and to any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, (ii) voting Stock of any CFC, solely to the extent that (x) such Stock represents more than 65% of the outstanding voting Stock of any such CFC that is a first tier Subsidiary of Parent or other Loan Party or 0% of the outstanding voting Stock of any Subsidiary of such first tier Subsidiary of Parent or other Loan Party, and (y) pledging or hypothecating more than the foregoing amount of the total outstanding voting Stock of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), or (iii) any 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, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property; provided, however, that for the avoidance of doubt (and notwithstanding anything to the contrary in the Security Documents), no Security Interest shall be granted pursuant to the Security Documents in respect of any Patents, Trademarks, Copyrights or other Intellectual Property that are the subject matter of any Intellectual Property Licenses pursuant to which the Grantor is a licensee, except to the extent that the Grantor has rights to such Patents, Trademarks, Copyrights or other Intellectual Property without consideration to, and independent of, the rights provided under the related Intellectual Property Licenses.

Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: (a) all of such the Grantor’s Accounts; (b) all of such the Grantor’s Books; (c) all of such the Grantor’s Chattel Paper; (d) all of such the Grantor’s Deposit Accounts; (e) all of such the Grantor’s Equipment and fixtures; (f) all of such the Grantor’s General Intangibles; (g) all of such the Grantor’s InventoryIntellectual Property; (h) all of such the Grantor’s Inventory; (i) all of the Grantor’s Investment Related Property; (ij) all of such the Grantor’s Negotiable Collateral; (jk) all of such the Grantor’s Real Property; (l) all of the Grantor’s rights in respect of Supporting Obligations; (km) all of such the Grantor’s Commercial Tort Claims; (ln) all of such the Grantor’s money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;; and (mo) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Real Estate, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grantsassigns to Collateral Agent, assignsfor the ratable benefit of the Secured Parties, and pledges hereby grants to Collateral Agent, for the ratable benefit of the Secured Parties (in each Secured Party case, subject to Section 2 below with respect to any Specified New Senior Debt (as defined in the Intercreditor Agreement)) a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing, whether tangible or arising intangible, or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located:, excluding, however, any of the following constituting Pledged Collateral under the Pledge Agreement and any Excluded Assets (subject to such exclusion, the “Collateral”): (a) all equipment in all of its forms, all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, parts and accessions being the “Equipment”); (b) all inventory in all of its forms, including but not limited to (i) all goods held by such Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in such Grantor’s Booksbusiness, (iii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by such Grantor and all accessions thereto and products thereof (collectively the “Inventory”) and all negotiable and non-negotiable documents of title (including, without limitation, documents, warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a “Negotiable Document of Title”); (c) all accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights and other rights and obligations of any kind owned by or owing to such Grantor’s Chattel PaperGrantor and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights or other rights and obligations (but excluding, solely for the purposes of this clause (c) any items that are, or would (but for stated exclusions) constitute, Pledged Debt (as defined herein)) (subject to the foregoing exclusion, any and all such accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights and other rights and obligations being the “Accounts”, and any and all such security agreements, leases and other contracts being the “Related Contracts”); (d) other than any payroll, employee benefits and trust/fiduciary accounts or any deposit accounts and amounts deposited therein that are subject to a securitization permitted under the Credit Agreement or otherwise subject to a permitted lien under the Credit Agreement, all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; deposit accounts, together with (i) all of amounts on deposit from time to time in such Grantor’s Negotiable Collateral; deposit accounts and (jii) all of such Grantor’s rights interest, cash, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to in exchange for any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, foregoing (“Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.;

Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Secured Party, and pledges hereby grants to each Secured Party a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in and to the followingfollowing Collateral of such Grantor, in each case whether now or hereafter existing, whether now owned or hereafter acquired acquired, and whether or arising and wherever located:not subject to the Uniform Commercial Code as it exists on the date of this Agreement, or as it may hereafter be amended in the State of New York (the “UCC”), including the following (the “Collateral”): (a) all of such Grantor’s AccountsAccounts and receivables; (b) all of such Grantor’s BooksChattel Paper; (c) all of Money and all Deposit Accounts (including, without limitation, the Asset Sale Proceeds Account), together with all amounts on deposit from time to time in such Grantor’s Chattel PaperDeposit Accounts, including all Investments; (d) all of such Grantor’s Deposit AccountsDocuments; (e) all of such Grantor’s Equipment General Intangibles, including all Intellectual Property Collateral, Payment Intangibles and fixturesSoftware; (f) all of such Grantor’s General IntangiblesGoods, including Inventory, Equipment and Fixtures; (g) all of such Grantor’s InventoryInstruments; (h) all of such Grantor’s Investment Related Property, including all Securities Collateral; (i) all of such Grantor’s Negotiable CollateralLetter-of-Credit Rights and other Supporting Obligations; (j) all of such Grantor’s rights in respect of Supporting ObligationsRecords; (k) all of such Grantor’s Commercial Tort Claims, including those set forth on Schedule 1 annexed hereto; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyFCC Licenses; (m) all Spectrum Leases; (n) the right to receive any payment of the proceeds and products, whether tangible or intangible, of any of the foregoingmoney, including proceeds of insurance without limitation general intangibles for money due or Commercial Tort Claims covering to become due, derived in any way from any FCC License, Foreign License, Spectrum Lease or relating to any or Foreign Spectrum Lease; and (o) all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise Proceeds with respect to any of the foregoing 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), it being the intention of Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets. 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, (a) any of such Grantor’s rights or interests in or under, any license, contract, lease, permit, Instrument or franchise to which such Grantor is a party or any of such Grantor’s rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract, lease, permit, Instrument or franchise, or under applicable provisions of the Communications Act or FCC Rules, result in a breach of the terms of, or constitute a default under, such license, contract, lease, permit, Instrument or franchise or applicable provisions of the Communications Act or FCC Rules (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 (including by reason of any modification or change thereto or any change in the interpretation by the FCC of applicable provisions of the Communications Act or FCC Rules by final non-appealable action of the FCC) the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests in accordance with the terms of any such ineffectiveness, lapse, termination, modification or change or (b) any application for a Trademark based on an intent to use the same if and so long as such application is pending without a “ProceedsStatement of Use” having been filed and accepted by the United States Patent and Trademark Office (each such pending application which is based on an intent to use, an “Intent-To-Use Application”); provided, that once a “Statement of Use” is filed and accepted by the United States Patent and Trademark Office in connection with an Intent-To-Use Application, this clause (b) shall not be applicable to such Intent-To-Use Application and the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, such Intent-To-Use Application. Without limiting the generality of Notwithstanding the foregoing, it is acknowledged and agreed that the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds creation of any indemnity or guaranty payable a security interest in Equity Interests issued by a Foreign Subsidiary shall be limited to any Grantor or any Secured Party from time to time with respect to any 66% of the Investment Related Propertyissued and outstanding Capital Stock of such Foreign Subsidiary entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock of such Foreign Subsidiary not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and the Collateral shall not include any other Equity Interests issued by such Foreign Subsidiary.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit AccountsCommercial Tort Claims; (e) all of such Grantor’s Equipment and fixturesDeposit Accounts; (f) all of such Grantor’s Equipment; (g) all of such Grantor’s Farm Products; (h) all of such Grantor’s Fixtures; (i) all of such Grantor’s General Intangibles; (gj) all of such Grantor’s Inventory; (hk) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes); (n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (o) all of such Grantor’s Securities Accounts; (p) all of such Grantor’s Supporting Obligations; (q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and (mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iii) any 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, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Agent, for the benefit of the Secured Party Parties, a separate, continuing first priority security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (collectively, the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Agent or any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party the Agent from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property, tangible or intangible, of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Secured Party, and pledges hereby grants to each Secured Party a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing or arising in which Grantor now has or hereafter acquires an interest and wherever located:the same may be located (the "Collateral"): (a) all equipment in all of its forms (including, but not limited to, all machinery, all computers, all data processing, computer or office equipment, all furniture and all trucks and other vehicles), all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, parts and accessions being the "Equipment"); (b) all inventory in all of its forms (including, but not limited to, (i) all goods held by such Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, samples, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in such Grantor’s Books's business, (iii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by such Grantor) and all accessions thereto and products thereof (all such inventory, accessions and products being the "Inventory") and all negotiable and non-negotiable documents of title (including without limitation warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a "Negotiable Document of Title"); (c) all accounts, contract rights, chattel paper, documents, instruments, general intangibles and other rights and obligations of any kind owned by or owing to such Grantor’s Chattel PaperGrantor and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, documents, instruments, general intangibles or other obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, general intangibles and other obligations being the "Accounts", and any and all such security agreements, leases and other contracts being the "Related Contracts"); (d) all agreements to which such Grantor is a party, including without limitation those listed in Schedule 1(d) annexed hereto, as each such agreement may be amended, restated, supplemented or otherwise modified from time to time (said agreements, as so amended, restated, supplemented or otherwise modified, being referred to herein individually as an "Assigned Agreement" and collectively as the "Assigned Agreements"), including, without limitation, (i) all rights of such Grantor’s Deposit AccountsGrantor to receive moneys due or to become due under or pursuant to the Assigned Agreements, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) all claims of such Grantor for damages arising out of any breach of or default under the Assigned Agreements, and (iv) all rights of such Grantor to terminate, amend, supplement, modify or exercise rights or options under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (e) all of such Grantor’s Equipment cash, money, currency and fixturesdeposit accounts, including without limitation demand, time, savings, passbooks or similar accounts maintained with Lenders or other banks, savings and loan associations or other financial institutions; (f) all of trademarks, trademark applications, trade names, trade secrets, trade dress, service marks, business names, patents, patent applications, licenses, copyrights and copyright applications owned by such Grantor’s General Intangibles, and all goodwill associated with any of the foregoing; (g) to the extent not included in any other paragraph of this Section 1, all of such Grantor’s Inventoryother general intangibles (including without limitation unpatented formulas, recipes, manufacturing methods and processes, inventions, discoveries, tax refunds, rights to payment or performance, choses in action and judgments taken on any rights or claims included in the Collateral); (h) all of such Grantor’s Investment Related Propertyplant fixtures, business fixtures and other fixtures and storage and office facilities, and all accessions thereto and products thereof; (i) all books, records, ledger cards, files, sales records, sales and promotional data, invoices, product specifications, drawings, advertising materials, customer lists, cost and pricing information, supplier lists, business plans, catalogs, quality control manuals, blueprints, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of such Grantor’s Negotiable Collateral;the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (j) all proceeds, products, rents and profits of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of from any Secured Party; (m) and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”)Collateral. Without limiting the generality For purposes of the foregoingthis Agreement, the term “Proceeds” "proceeds" includes whatever is receivable or received when Investment Related Property Collateral or proceeds are sold, exchanged, collected, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each of the Secured Party Creditors, to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixturesFixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any of the Secured Party;Creditors; and (m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grantsgrants to Collateral Agent, assignsfor the benefit of the Secured Parties, and pledges to each secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Goods, Equipment and fixturesFixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (h) all of such Grantor’s Documents; (i) all of such Grantor’s Inventory; (hj) all of such Grantor’s Investment Related Property; (ik) all of such Grantor’s Negotiable Collateral; (jl) all of such Grantor’s rights in respect of Supporting Obligations; (km) all of such Grantor’s Commercial Tort Claims; (ln) all of such Grantor’s money, cash, cash equivalents, Vehicles; (o) all of such Grantor’s money or Cash Equivalents or other assets of each such Grantor that now or hereafter come comes into existence, whether or not in the possession, custody, or control of Collateral Agent (or its agent or designee) or any other Secured Party;; and (mp) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Collateral Support, Deposit Accounts, Equipment, Fixtures, General Intangibles, Goods, Intellectual Property, Intellectual Property Licenses, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, Vehicles, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” also includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include Excluded Assets. None of the covenants or representations and warranties herein or in any other Security Documents shall be deemed to apply to any property constituting Excluded Assets.

Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a “hereinafter referred to as the "Security Interest” and, collectively, the “Security Interests”") in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the "Collateral"): (a) all of such Grantor’s 's Accounts; (b) all of such Grantor’s Books's Inventory; (c) all of such Grantor’s 's Instruments, Chattel Paper (including all tangible and electronic Chattel Paper) and other contracts, in each case to the extent governing, evidencing, substituting for, arising from or constituting proceeds of any Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral; (d) all of such Grantor’s 's Deposit Accounts (other than Escrow/Trust Accounts, Governmental Authority Obligation Accounts and Non-Loan Party Proceeds Accounts), money and Cash Equivalents; (e) all of such Grantor’s Equipment 's contracts, documents of title, and fixturesother documents that evidence the ownership of, right to receive or possess, or that otherwise relate to, any Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral, including contracts, documents of title, and other documents that relate to the acquisition of, or sale or other disposition of, any Inventory, and all contracts, documents of title, or other documents that arise from or constitute proceeds of Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral; (f) all guaranties, contracts of such Grantor’s General Intangiblessuretyship, insurance, letters of credit, letter-of-credit rights, security and other credit enhancements (including repurchase agreements), and supporting obligations, in each case in respect and only in respect of the Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral, including (i) rights of stoppage in transit, replevin, repossession, reclamation, and other rights and remedies of an unpaid vendor, and (ii) deposits by and property of Account Debtors or other persons securing the obligations of Account Debtors in respect of Accounts or other Receivables; (g) all General Intangibles (other than Intellectual Property) to the extent arising from, relating to, or constituting proceeds of such Grantor’s Inventoryany Accounts, other Receivables, Inventory or other assets described in any other clause of this Section 3 and constituting Collateral; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or 's other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured other member of the Lender Group to the extent arising from, relating to, or constituting proceeds of, any Accounts, other Receivables, Inventory or other assets described in any other clause of this Section 3 and constituting Collateral; (i) all Investment Property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts, or commodity accounts but excluding all Margin Stock issued by any Affiliate or Subsidiary of any Loan Party) and all monies, credit balances, deposits, and other property of any Grantor now or hereafter held, or received by, or in transit to, Agent (or its agent or designee) or any other member of the Lender Group, any bank, securities intermediary, depository, or other institution from or for the account of any Grantor, whether for safekeeping, pledge, custody, transmission, collection, or otherwise, in each case, to the extent arising from or constituting proceeds of Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral; (j) all claims under policies of casualty insurance and all proceeds of casualty insurance, in each case, payable by reason of loss or damage to any, Accounts, other Receivables, Inventory or other assets described in any other clause of this Section 3 and constituting Collateral and all proceeds of casualty insurance; (k) to the extent not otherwise described above, all Receivables; (l) all Books evidencing, relating to, or referring to any of the foregoing and (m) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting For the generality avoidance of the foregoingdoubt, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds Collateral shall not include the Equity Interests of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any those Subsidiaries of Worldwide that have been pledged as collateral for the Investment Related PropertyNotes Debt.

Grant of Security. Each Grantor The Borrower hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor the Borrower (other than Real Propertythe Excluded Capital Stock) whether now owned or hereafter acquired or arising and wherever located (collectively, as the “Collateral”), including, without limitation, such GrantorBorrower’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: (a) all of such GrantorXxxxxxxx’s AccountsPledged Interests (but not including the Excluded Capital Stock); (b) all of such GrantorXxxxxxxx’s BooksAccounts; (c) all of such GrantorXxxxxxxx’s Chattel PaperBooks; (d) all of such GrantorXxxxxxxx’s Deposit AccountsChattel Paper; (e) all of such GrantorXxxxxxxx’s Equipment and fixturesDeposit Accounts; (f) all of such GrantorBorrower’s General IntangiblesEquipment and fixtures; (g) all of such GrantorXxxxxxxx’s InventoryGeneral Intangibles; (h) all of such GrantorBorrower’s Investment Related PropertyInventory; (i) all of such GrantorXxxxxxxx’s Negotiable CollateralInvestment Related Property (but not including the Excluded Capital Stock); (j) all of such GrantorBorrower’s Negotiable Collateral; (k) all of such Xxxxxxxx’s rights in respect of Supporting Obligations; (kl) all of such GrantorBorrower’s Commercial Tort Claims; (lm) all of such GrantorBorrower’s money, cash, cash equivalents, or other assets of each such Grantor Borrower that now or hereafter come into the possession, custody, or control of any Secured Party; (mn) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or Proceeds other tangible or intangible property resulting than Proceeds from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”)Excluded Capital Stock. Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property (other than Excluded Capital Stock) or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor the Borrower or any Secured Party from time to time with respect to any of the Investment Related PropertyProperty (other than Excluded Capital Stock).

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit AccountsCommercial Tort Claims; (e) all of such Grantor’s Equipment and fixturesDeposit Accounts; (f) all of such Grantor’s Equipment; (g) all of such Grantor’s Farm Products; (h) all of such Grantor’s Fixtures; (i) all of such Grantor’s General Intangibles; (gj) all of such Grantor’s Inventory; (hk) all of such Grantor’s Investment Related Property; (il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (m) all of such Grantor’s Negotiable Collateral; (jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts; (lp) all of such Grantor’s Supporting Obligations; (q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and (mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.

Grant of Security. Each The Grantor hereby unconditionally grants, assigns, assigns and pledges to each the Secured Party Party, and hereby grants to the Secured Party, to secure the Secured Obligations, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by the Grantor (the “Collateral”): (a) all of such Grantor’s Accountsthe Collateral Account; (b) all of such Grantor’s BooksCommercial Tort Claims; (c) all of such Grantor’s Chattel PaperComputer Hardware and Software Collateral; (d) all of such Grantor’s Deposit AccountsContracts, together with any Contract Rights arising thereunder; (e) all of such Grantor’s Equipment and fixturesDeposit Accounts; (f) all of such Grantor’s General IntangiblesEquipment; (g) all of such Grantor’s InventoryFixtures; (h) all of such Grantor’s Investment Related PropertyIntellectual Property Collateral; (i) all of such Grantor’s Negotiable CollateralInventory; (j) all of such Grantor’s rights in respect of Supporting ObligationsInvestment Property; (k) all Letter of such Grantor’s Commercial Tort ClaimsCredit Rights; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyReceivables; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or Securities Accounts; (n) all of the foregoing, and any and Supporting Obligations; (o) all Accounts, Booksother Goods, Chattel Paper, Deposit AccountsDocuments, EquipmentInstruments (including, without limitation, Promissory Notes), and General IntangiblesIntangibles (including, Inventorywithout limitation, Investment Related PropertyPayment Intangibles and tax refunds) of the Grantor now or hereafter existing; (p) all books, Negotiable Collateralrecords, Supporting Obligationswritings, moneydata bases, information and other property relating to, used or other tangible useful in connection with, evidencing, embodying, incorporating or intangible property resulting from the salereferring to, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award foregoing in condemnation with respect to any this Section 2.1; (q) all of the foregoing, Grantor’s other personal property and rights of every kind and description and interests therein; and (r) all products and Proceeds of and from any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral (including Proceeds which constitute property of the types described in clauses (a) through (q) and, to the extent not otherwise included, all payments under insurance which the Grantor is entitled to receive (whether or not the Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (Collateral. Notwithstanding anything herein to the “Proceeds”). Without limiting contrary, in no event shall the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryCollateral include, and includes proceeds of any indemnity or guaranty payable the Grantor shall not be deemed to any Grantor or any Secured Party from time to time with respect to have granted a security interest in, any of the Investment Related PropertyGrantor’s rights or interests in any license, contract or agreement to which the 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 express terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9407(a) or 9408(a) of the U.C.C. or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, waiver, lapse or termination of any such provision, the Collateral shall include, and the Grantor shall have granted a security interest in, all such rights and interests as if such provision had never been in effect.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each the Secured Party Party, and hereby grants to the Secured Party, to secure the Secured Obligations, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of the following, whether now or hereafter existing or acquired by such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”)): (a) the Collateral Account; (b) all Commercial Tort Claims; (c) all Computer Hardware and Software Collateral; (d) all Contracts, together with any Contract Rights arising thereunder; (e) all Deposit Accounts; (f) all Equipment; (g) all Fixtures; (h) all Intellectual Property Collateral; (i) all Inventory; (j) all Investment Property; (k) all Letter of Credit Rights; (l) all Receivables; (m) all Securities Accounts; (n) all Supporting Obligations; (o) all other Goods, Chattel Paper, Documents, Instruments (including, without limitation, such Grantor’s right, titlePromissory Notes), and interest in General Intangibles (including, without limitation, Payment Intangibles and to the following, whether tax refunds) of such Grantor now owned or hereafter acquired or arising and wherever located:existing; (ap) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1; (q) all of such Grantor’s Accounts;other personal property and rights of every kind and description and interests therein; and (br) all products and Proceeds of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of from any Secured Party; (m) and all of the proceeds and products, whether tangible or intangible, of any foregoing Collateral (including Proceeds which constitute property of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award types described in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, clauses (a) through (q) and, to the extent not otherwise included, all payments under insurance which such Grantor is entitled to receive (whether or not the Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (Collateral. Notwithstanding anything herein to the “Proceeds”). Without limiting contrary, in no event shall the generality 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 express terms of such license, contract or agreement or otherwise, result in a breach of the foregoingterms of, or constitute a default under such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9407(a) or 9408(a) of the U.C.C. or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, waiver, lapse or termination of any such provision, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryCollateral shall include, and includes proceeds of any indemnity or guaranty payable to any such Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyshall have granted a security interest in, all such rights and interests as if such provision had never been in effect.

Grant of Security. Each Grantor hereby unconditionally grantsAs security for the prompt and complete payment and performance in full when due (whether at stated maturity, assignsby required prepayment, and pledges declaration, acceleration, demand or otherwise, including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code) of all Obligations at any time owed or owing to each the Secured Party a separate, continuing security interest Parties (each, a “Security Interest” and, or any of them) (collectively, the “Security InterestsSecured Obligations”) ), each Grantor hereby pledges and grants to the Collateral Agent, for its benefit and for the benefit of the Secured Parties, a continuing security interest in and Lien on all assets of such Grantor (other than Real Property) its right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s BooksChattel Paper; (c) all of such Grantor’s Chattel PaperContracts, including without limitation all Trademark Licenses, Copyright Licenses, Patent Licenses and Trade Secret Licenses; (d) all of such Grantor’s Deposit AccountsDocuments; (e) all General Intangibles, including without limitation all Intellectual Property owned by such Grantor and that portion of such Grantor’s Equipment and fixturesthe Pledged Collateral constituting General Intangibles; (f) all of such Grantor’s General IntangiblesGoods whether tangible or intangible, wherever located, including without limitation all Inventory, Equipment, Fixtures and Money; (g) all Instruments, including without limitation that portion of such Grantor’s Inventorythe Pledged Collateral constituting Instruments; (h) all of such Grantor’s Investment Related Propertycash and Deposit Accounts; (i) all of such Grantor’s Negotiable CollateralInsurance; (j) all Investment Property, including without limitation that portion of such Grantor’s rights in respect of Supporting Obligationsthe Pledged Collateral constituting Investment Property; (k) all of such Grantor’s Commercial Tort ClaimsAccounts Receivable; (l) all of such Grantor’s moneyPledged Stock, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyPledged Partnership Interests and Pledged LLC Interests; (m) all books and Records; (n) all Money or other property of the proceeds any kind which is received by such Grantor in connection with refunds with respect to taxes, assessments and productsgovernmental charges imposed on such Grantor or any of its property or income; (o) all causes of action and all Money and other property of any kind received therefrom, whether tangible or intangible, and all Money and other property of any kind recovered by any Grantor; (p) all Collateral Support and Supporting Obligations relating to any of the foregoing; and (q) all Proceeds of each of the foregoing and all accessions to, including proceeds substitutions and replacements for and rents, profits and products of insurance or Commercial Tort Claims covering or relating to in respect of any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition Proceeds of any of the foregoinginsurance, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity warranty or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyforegoing.

Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to each the Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: (a) all of such the Grantor’s Accounts; (b) all of such the Grantor’s Books; (c) all of such the Grantor’s Chattel Paper; (d) all of such the Grantor’s Deposit Accounts; (e) all of such the Grantor’s Equipment and fixtures; (f) all of such the Grantor’s General Intangibles; (g) all of such the Grantor’s InventoryIntellectual Property; (h) all of such the Grantor’s Inventory; (i) all of the Grantor’s Investment Related Property; (ij) all of such the Grantor’s Negotiable Collateral; (jk) all of such the Grantor’s Real Property; (l) all of the Grantor’s rights in respect of Supporting Obligations; (km) all of such the Grantor’s Commercial Tort Claims; (ln) all of such the Grantor’s money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any the Secured Party;; and (mo) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Real Estate, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any the Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Collateral ----------------- Agent for the ratable benefit of the Secured Parties, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located:(collectively, the "Collateral"): (a) all equipment in all of its forms, all fixtures and all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, fixtures, parts and accessions being the "Equipment"); (b) all inventory in all of its forms and all accessions thereto and products thereof and documents therefor (any and all such Grantor’s Booksinventory, accessions, products and documents being the "Inventory"); (c) all accounts, chattel paper, instruments, general intangibles (other than general intangibles consisting of Security Collateral, Intellectual Property Collateral or Agreement Collateral which are included as "Collateral" in the applicable provisions of this Section 1) and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all security agreements, leases and other contracts securing or otherwise relating to any such Grantor’s Chattel Paper; accounts, chattel paper, instruments, general intangibles or obligations (any and all such accounts, chattel paper, instruments, general intangibles and obligations, to the extent not referred to in clause (d) all of such Grantor’s Deposit Accounts; ), (e) all of such Grantor’s Equipment and fixtures; or (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s moneybelow, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into being the possession, custody, or control of any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing"Receivables", and any and all Accountssuch security agreements, Booksleases and other contracts being the "Related Contracts"). "Receivables" shall include, Chattel Paperbut not be limited to, Deposit Accountsany accounts, Equipmentcontract rights, General Intangiblesnotes, Inventorydrafts and other obligations or rights to payment of every kind or description now or any time hereafter arising, Investment Related Propertydirectly or indirectly, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any out of the foregoingprovision of Dialysis Services and/or the provision of Ancillary Services specifically including, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage but not limited to, all accounts receivable and rights to payment through federal, state or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.local governmental

Grant of Security. Each As security for payment and performance of the Secured Obligations, such Grantor hereby unconditionally grantsconveys, mortgages, pledges, assigns, transfers, sets over, grants and pledges delivers to each Secured Party the Agent on behalf of the Lenders a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) Grantor's right, title and interest in and to the following property, wherever located, whether now owned or existing or hereafter acquired or arising (hereinafter referred to as the "Collateral"): (a) all machinery, apparatus, equipment, fittings, fixtures and wherever located other tangible personal property (collectivelyother than Inventory, as hereinafter defined) of every kind and description, and all parts, accessories and special tools and all increases and accessions thereto (hereinafter referred to collectively as the “Collateral”"Equipment"); (b) all inventory of every kind and description, including, but not limited to, (i) all finished goods and all raw materials, work in process, and materials used or consumed in the manufacture or production of finished goods, (ii) all goods in which such Grantor has an interest in mass or a joint or other interest of any kind, and (iii) all goods which are returned to or repossessed by such Grantor, and all accessions and products of all of the foregoing (hereinafter referred to collectively as the "Inventory"); (c) all rights to the payment of money or other forms of consideration (including such rights under contracts whether or not at the time earned by performance), including, without limitation, such Grantor’s rightaccounts, titlecontract rights, chattel paper, instruments, documents, letters of credit,, tax refunds, general intangibles, insurance proceeds and interest other obligations of every kind and description arising out of or in connection with the sale or lease of goods or the rendering of services or otherwise (hereinafter "Receivables") and all rights in and to the following, whether now owned all security agreements. leases and other contracts securing or hereafter acquired or arising and wherever located: otherwise relating to any such Receivables (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper;hereinafter "Related Contracts"); and (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment products and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control proceeds of any Secured Party; (m) and all of the proceeds foregoing and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, all payments under insurance (whether or not the Agent on behalf of the Lenders is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing foregoing. Notwithstanding anything herein to the contrary, the Collateral shall not include (i) any agreement with a third party existing on the “Proceeds”). Without limiting date hereof that prohibits the generality grant of a Lien on (but not merely the assignment of or of any interest in) such agreement or any of such Grantor's rights thereunder without the consent of such party or under which a consent to such grant is otherwise required, which consent has not been obtained, except to the extent rights under any such agreement are covered by Section 9-318 of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryUCC, and includes proceeds (ii) any license permit or other Governmental Approval that, under the terms and conditions of any indemnity such Governmental Approval or guaranty payable under Applicable Law, cannot be subjected to any Grantor or any Secured Party from time to time with respect to any a Lien in favor of the Investment Related PropertyAgent without the consent of the relevant party which consent has not been obtained; PROVIDED, HOWEVER, that the Collateral shall include all items excluded pursuant to clauses (i) or (ii) from and after the date on which the requisite consent is obtained.

Grant of Security. (a) Each Grantor hereby unconditionally grantsgrants to the Collateral Agent, assignsfor the benefit of the Secured Parties, and pledges to each secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) Grantor’s right, title, and interest in and to all of the following tangible and intangible property whatsoever of such Grantor, in each case, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:): (ai) all of such Grantor’s Accounts; (bii) all of such Grantor’s BooksBooks and Records; (ciii) all of such Grantor’s Chattel Paper (including Electronic Chattel Paper); (div) all of such Grantor’s Deposit Accounts, Securities Accounts and Commodities Accounts; (ev) all of such Grantor’s Goods, Equipment and fixturesFixtures; (fvi) all of such Grantor’s General Intangibles; (gvii) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; ​ (viii) all of such Grantor’s Documents; (ix) all of such Grantor’s Inventory; (hx) all of such GrantorXxxxxxx’s Investment Related Property; (ixi) all of such Grantor’s Negotiable Collateral; (jxii) all of such Grantor’s rights in respect of Supporting Obligations; (kxiii) all of such Grantor’s Commercial Tort Claims; (lxiv) all of such Xxxxxxx’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (xv) all of such Grantor’s money, cash, money or cash equivalents, equivalents or other assets of each such Grantor that now or hereafter come into existence, whether or not in the possession, custody, or control of the Collateral Agent (or its agent or designee) or any other Secured Party;; and (mxvi) all of the proceeds Proceeds, accessions, rents, profits and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Commodities Accounts, Deposit Accounts, Securities Accounts, Equipment, Fixtures, General Intangibles, Goods, Intellectual Property, Intellectual Property Licenses, Inventory, Pledged Interests, Investment Related Property, Negotiable Collateral, Supporting Obligations, Vehicles, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement or any other Note Document to the contrary, (a) the term “Collateral” (and all terms defining the components of Collateral) shall not include any Excluded Property and no Liens granted hereunder shall attach to any Excluded Property unless and until such asset or property ceases to be Excluded Property, (b) no representation, warranty or covenant contained herein or in any other Note Document shall apply to Excluded Property, (c) other than as expressly required in this Agreement or the other Note Documents, no Grantor or any other Person shall be required to take any action intended to cause any Excluded Property to constitute Collateral, and (d) no Grantor or any other Person shall be required to take any action or enter into any agreement in contravention of the Collateral Requirement and all obligations herein shall be read and interpreted in a manner consistent with Applicable Insurance Laws and the limitations contained in Section 17.08 (Limitation on Remedies) and Section 19.17 (Insurance Laws) of the Indenture.

Grant of Security. Each Grantor hereby unconditionally grantspledges, assignsmortgages, hypothecates and (except in the case of ULC Shares) assigns to Agent, and pledges hereby grants to each Agent, for the benefit of Secured Party Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in and to all of the followingproperty of such Grantor, in each case whether now or hereafter existing, whether tangible or intangible, whether now owned or hereafter acquired acquired, wherever the same may be located and whether or arising and wherever located:not subject to the Uniform Commercial Code as it exists on the date of this Agreement, or as it may hereafter be amended in, the State of New York (the “UCC”), including all of the following (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s BooksChattel Paper; (c) all of Money, Securities Accounts and all Deposit Accounts, together with all amounts on deposit from time to time in such Grantor’s Chattel PaperDeposit Accounts; (d) all of such Grantor’s Deposit AccountsDocuments; (e) all Documents of such Grantor’s Equipment and fixturesTitle (as defined in the PPSA); (f) all of such Grantor’s General IntangiblesFarm Products; (g) all of such Grantor’s InventoryGeneral Intangibles, Intangibles (as defined in the PPSA) and all Intellectual Property, Payment Intangibles and Software; (h) all of such Grantor’s Investment Related PropertyGoods, including Inventory, Equipment and Fixtures; (i) all of such Grantor’s Negotiable CollateralInstruments; (j) all of such Grantor’s rights in respect of Supporting ObligationsInvestment Property; (k) all of such Grantor’s Commercial Tort ClaimsLetter-of-Credit Rights and other Supporting Obligations; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyRecords; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoingAssigned Contracts; (n) all Commercial Tort Claims, including proceeds of insurance or Commercial Tort Claims covering or relating to any or those set forth on Schedule 1 annexed hereto; and (o) all of the foregoing, Proceeds and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise Accessions with respect to any of the foregoing Collateral, including all insurance proceeds on or in respect of any of the foregoing Collateral. Each term set forth above shall have the meaning set forth in the UCC and the PPSA as indicated (to the “Proceeds”extent such term is defined in the UCC or elsewhere herein), it being the intention of Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets. 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 or under: (i) voting Equity Interests of any CFC, solely to the extent (y) such Equity Interests represent an excess over 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by the Agent (at the direction of the Required Lenders) in consultation with the Administrative Borrower) in relation to the benefits to Agent and the other Secured Parties of the security afforded thereby (which pledge, if reasonably requested by Agent (which shall be at the direction of the Required Lenders), shall be governed by the laws of the jurisdiction of such Subsidiary); (ii) any 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, provided that upon submission and acceptance by the applicable IP Filing Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; and (iii) any license, contract, permit, Instrument, security or franchise to which such Grantor is a party as of the date hereof 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, permit, Instrument, security or franchise, result in a breach of the terms of, or constitute a default under, such license, contract, permit, Instrument, security or franchise (other than to the extent that any such term would be rendered ineffective pursuant to the UCC, PPSA or any other applicable law in any applicable jurisdiction (including the Bankruptcy Code) or principles of equity); provided, that, immediately upon the ineffectiveness, lapse or termination of any such provision the Collateral shall, without any further action by any party hereto, 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; and provided, further, that the foregoing exclusion shall in no way be construed to limit, impair or otherwise affect any of Agent’s or any other Secured Party’s continuing security interests in and liens upon any rights or interests of any Grantor in or to monies due or to become due under or in connection with any described such license, contract, permit, Instrument, security or franchise, or any proceeds from the sale, license, lease or other dispositions of any such license, contract, permit, Instrument, security or franchise. In the event that any asset of a Grantor is excluded from the Collateral by virtue of clause (iii) of the foregoing sentence (other than to the extent that any such term would be rendered ineffective pursuant to the UCC, PPSA or any other applicable law (including the Bankruptcy Code) or principles of equity), such Grantor agrees to use its reasonable best efforts to obtain all requisite consents to enable such Grantor to provide a security interest in such asset pursuant hereto as promptly as practicable. The security interests granted hereunder shall not extend to (i) any consumer goods (as defined in the PPSA) of Select Agendas; or (ii) the last day of any real property lease, or any agreement to lease to which Select Agendas is now or becomes a party as lessee, provided that any such last day shall be held in trust by Select Agendas for the Agent and, on the exercise by the Agent of its rights and remedies hereunder, shall be assigned by Select Agendas as directed by the Agent (at the direction of the Required Lenders). Without limiting the generality of Notwithstanding the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryAgent shall have a security interest in, and includes a pledge and collateral assignment of (but not a present assignment of) any Canadian trademarks or ULC Shares forming part of the Collateral. Each of the Grantors hereby acknowledges that (a) value has been given; (b) each Grantor has rights in the Collateral in which it has granted a security interest; (c) this Agreement constitutes a security agreement as that term is defined in the PPSA; and (d) it has not agreed to postpone the time for attachment of the security interest granted hereunder and the security interest granted hereunder attaches upon the execution of this Agreement (or in the case of any after-acquired property, at the time of the acquisition thereof). Each of the Grantors hereby further acknowledges and agrees that if the Collateral is realized upon and such Collateral or the proceeds of any indemnity or guaranty payable such Collateral is not sufficient to any Grantor or any satisfy all Secured Party from time Obligations, subject to time with respect to any the provisions of the Investment Related PropertyPPSA, such Grantor shall continue to be liable for any Obligations remaining outstanding and the Agent shall be entitled to pursue full payment thereof.

Grant of Security. Each The Grantor hereby unconditionally grantspledges to the Agent, assignsfor its benefit and the ratable benefit of the Holders, and pledges hereby grants to each Secured Party the Agent, for its benefit and the ratable benefit of the Holders, a separate, continuing security interest (eachin, a “Security Interest” and, collectively, all of the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case whether now owned or existing or hereafter acquired or arising and however and wherever arising or located (collectively, the "COLLATERAL"): (a) All of the Grantor's machinery, apparatus, equipment, fittings, furniture, fixtures, motor vehicles and other tangible personal property (other than Inventory) of every kind and description used in Grantor's operations or owned by Grantor, or in which Grantor has an interest, whether now owned or hereafter acquired or arising by Grantor and wherever located: , and all parts, accessories and special tools and all increases and accessions thereto and substitutions and replacements therefor (a) all of such Grantor’s Accountsthe foregoing being the "EQUIPMENT"); (b) All of Grantor's inventory, whether now owned or hereafter acquired including, but not limited to, all goods and merchandise intended for sale or lease by Grantor, or for display or demonstration; all works in progress; all raw materials and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, printing, packing, shipping, advertising, selling, leasing or furnishing of such goods or otherwise used or consumed in Grantor's business; and all documents evidencing, and General Intangibles (as defined below) relating to, any of the foregoing, whether now owned or hereafter acquired by Grantor (all of such Grantor’s Booksthe foregoing being the "INVENTORY"); (c) All of the Grantor's accounts, contract rights, chattel paper, instruments (including those evidencing indebtedness owed to Grantor by its affiliates), documents, General Intangibles relating to accounts, drafts and acceptances, all other forms of obligations owing to Grantor arising out of or in connection with the sale or lease of Inventory or the rendition of services, all guarantees and other security interest therefor, whether secured on unsecured, whether now owned or hereafter created or acquired by Grantor or in which Grantor now has or hereafter acquired any interest and any proceedings arising therefrom or relating thereto (all of such Grantor’s Chattel Paperthe foregoing being, "ACCOUNTS"); (d) All of Grantor's general intangibles and other personal property of Grantor (including things in action) other than goods, accounts, chattel paper, documents, instruments and money, whether now owned or hereafter created or acquired by Grantor, including, without limitation, all choses in action, causes of action, corporate or other business records, inventions, designs, patents, patent applications, equipment formulations, manufacturing procedures, quality control procedures, trademarks, service marks, trade secrets, goodwill, copyrights, design rights, registrations, licenses, franchises, customer lists, tax refunds, tax refund claims, computer programs, all claims under guaranties, security interests or other security held by or granted to Grantor to secure payment of any of the Accounts by an account debtor, all rights of indemnification, all deposit accounts of Grantor and all other intangible property of every kind and nature (all of such Grantor’s Deposit Accountsthe foregoing being the "GENERAL INTANGIBLES"); (e) all All monies and other property of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that any kind now or at any time or times hereafter come into in the possession, custody, possession or under the control of any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, Collateral Agent or any portion thereof lender or interest therein, and the proceeds thereof, and all proceeds a bailee of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor Collateral Agent or any Secured Party from time to time with respect to any of the Investment Related Property.lender;

Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Secured Party, and pledges hereby grants to each Secured Party a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing, whether tangible or arising intangible, or in which such Grantor now has or hereafter acquires an interest and wherever located:the same may be located (the "COLLATERAL"): (a) all equipment in all of its forms, all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, parts and accessions being the "EQUIPMENT"); (b) all inventory in all of its forms, including but not limited to (i) all goods held by such Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in such Grantor’s Books's business, (iii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by such Grantor and all accessions thereto and products thereof (collectively the "INVENTORY") and all negotiable and non-negotiable documents of title (including without limitation warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a "NEGOTIABLE DOCUMENT OF TITLE"); (c) all accounts, contract rights, chattel paper, documents, instruments, general intangibles, letter of such Grantor’s Chattel Paper; (d) all credit rights and other rights and obligations of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, any kind owned by or other assets of each owing to such Grantor that now and all rights in, to and under all security agreements, leases and other contracts securing or hereafter come into the possession, custody, or control of any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or otherwise relating to any such accounts, contract rights, chattel paper, documents, instruments, general intangibles, letter-of-credit rights or other rights and obligations (any and all of such accounts, contract rights, chattel paper, documents, instruments, general intangibles and other obligations being the foregoing"ACCOUNTS", and any and all Accountssuch security agreements, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or leases and other tangible or intangible property resulting from contracts being the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”"RELATED CONTRACTS"). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.;

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit AccountsCommercial Tort Claims; (e) all of such Grantor’s Equipment and fixturesDeposit Accounts; (f) all of such Grantor’s Equipment; (g) all of such Grantor’s Farm Products; (h) all of such Grantor’s Fixtures; (i) all of such Grantor’s General Intangibles; (gj) all of such Grantor’s Inventory; (hk) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes); (n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (o) all of such Grantor’s Securities Accounts; (p) all of such Grantor’s Supporting Obligations; (q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and (mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) the Equity Interests and Investment Property of any Subsidiary or Portfolio Company of @Ventures, or (iii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (iii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i), (ii) and (iii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iv) any 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, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Propertyreal property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”)located, including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (collectively, the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each The Grantor hereby unconditionally grants(x) confirms the assignments, assignspledges and grants that it previously made to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties pursuant to the Existing Security Agreement and (y) not in limitation of such assignments, pledges and grants but as a supplement thereto, assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by the Grantor (the "Collateral"): (a) all equipment in all of such its forms of the Grantor’s Accounts, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto (any and all of the foregoing being the "Equipment"); (b) all inventory in all of its forms of the Grantor, wherever located, including (i) all raw materials and work in process therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof, (ii) all goods in which the Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the Grantor has an interest or right as consignee), and (iii) all goods which are returned to or repossessed by the Grantor, and all accessions thereto, products thereof and documents therefor (any and all such Grantor’s Booksinventory, materials, goods, accessions, products and documents being the "Inventory"); (c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (including tax refunds) of the Grantor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such Grantor’s Chattel Paperaccounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles being the "Receivables" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program), and any and all such security agreements, guaranties, leases and other contracts being the "Related Contracts") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents); (d) all Intellectual Property Collateral of such the Grantor’s Deposit Accounts; (e) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Equipment and fixturesthe foregoing in this Section 2.1; (f) all of such the Grantor’s General Intangibles;'s other property and rights of every kind and description and interests therein; and (g) all products, offspring, rents, issues, profits, returns, income and proceeds of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of and from any Secured Party; (m) and all of the foregoing Collateral (including proceeds and products, whether tangible or intangible, of any which constitute property of the foregoingtypes described in clauses (a), including (b), (c), (d), (e) and (f), proceeds of insurance or Commercial Tort Claims covering or relating deposited from time to time in the Collateral Account and in any or all lock boxes of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredGrantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grantspledges, assignsmortgages, hypothecates and (except in the case of ULC Shares) assigns to Agent, and pledges hereby grants to each Agent, for the benefit of Secured Party Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in and to all of the followingproperty of such Grantor, in each case whether now or hereafter existing, whether tangible or intangible, whether now owned or hereafter acquired acquired, wherever the same may be located and whether or arising and wherever located:not subject to the Uniform Commercial Code as it exists on the date of this Agreement, or as it may hereafter be amended in, the State of New York (the “UCC”), including all of the following (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s BooksChattel Paper; (c) all of Money, Securities Accounts and all Deposit Accounts, together with all amounts on deposit from time to time in such Grantor’s Chattel PaperDeposit Accounts; (d) all of such Grantor’s Deposit AccountsDocuments; (e) all of such Grantor’s Equipment and fixturesFarm Products; (f) all of such Grantor’s General Intangibles, and all Intellectual Property, Payment Intangibles and Software; (g) all of such Grantor’s Goods, including Inventory, Equipment and Fixtures; (h) all of such Grantor’s Investment Related PropertyInstruments; (i) all of such Grantor’s Negotiable CollateralInvestment Property; (j) all of such Grantor’s rights in respect of Letter-of-Credit Rights and other Supporting Obligations; (k) all of such Grantor’s Commercial Tort ClaimsRecords; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyAssigned Contracts; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoingCommercial Tort Claims, including proceeds of insurance or Commercial Tort Claims covering or relating to any or those set forth on Schedule 1 annexed hereto; and (n) all of the foregoing, Proceeds and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise Accessions with respect to any of the foregoing Collateral, including all insurance proceeds on or in respect of any of the foregoing Collateral. Each term set forth above shall have the meaning set forth in the UCC (to the “Proceeds”extent such term is defined in the UCC or elsewhere herein), it being the intention of Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets. Without limiting Notwithstanding anything herein to the generality 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 or under: (i) voting Equity Interests of any CFC, solely to the extent (y) such Equity Interests represent an excess over 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by the Agent in consultation with the Administrative Borrower) in relation to the benefits to Agent and the other Secured Parties of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); (ii) any 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, provided that upon submission and acceptance by the applicable IP Filing Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; and (iii) any license, contract, permit, Instrument, security or franchise to which such Grantor is a party as of the date hereof 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, permit, Instrument, security or franchise, result in a breach of the terms of, or constitute a default under, such license, contract, permit, Instrument, security or franchise (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, without any further action by any party hereto, 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; and provided, further, that the foregoing exclusion shall in no way be construed to limit, impair or otherwise affect any of Agent’s or any other Secured Party’s continuing security interests in and liens upon any rights or interests of any Grantor in or to monies due or to become due under or in connection with any described such license, contract, permit, Instrument, security or franchise, or any proceeds from the sale, license, lease or other dispositions of any such license, contract, permit, Instrument, security or franchise. In the event that any asset of a Grantor is excluded from the Collateral by virtue of clause (iii) of the foregoing sentence (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), such Grantor agrees to use its reasonable best efforts to obtain all requisite consents to enable such Grantor to provide a security interest in such asset pursuant hereto as promptly as practicable. The security interests granted hereunder shall not extend to (i) any consumer goods (as defined in the PPSA) of Select Agendas; or (ii) the last day of any real property lease, or any agreement to lease to which Select Agendas is now or becomes a party as lessee, provided that any such last day shall be held in trust by Select Agendas for the Agent and, on the exercise by the Agent of its rights and remedies hereunder, shall be assigned by Select Agendas as directed by the Agent. Notwithstanding the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryAgent shall have a security interest in, and includes proceeds a pledge and collateral assignment of (but not a present assignment of) any indemnity Canadian trademarks or guaranty payable to any Grantor or any Secured Party from time to time with respect to any ULC Shares forming part of the Investment Related PropertyCollateral.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Collateral Agent, for the benefit of the Secured Party Parties, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”, subject to the succeeding paragraph): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s interest with respect to any Deposit AccountsAccount; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s interest with respect to any Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Collateral Agent or any Secured Party;; and (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of the Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party the Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding any of the other provisions set forth in this Section 2 to the contrary, the term Collateral and the terms set forth in this Section 2 defining the components of Collateral (and the defined terms which such components directly or indirectly comprise in turn) shall not include, and this Agreement shall not constitute a grant of a security interest in (i) any intent-to-use United States trademark application for which an amendment to allege use or statement of use has not been filed and accepted by the United States Patent and Trademark Office (provided that each such intent-to-use application shall be considered Collateral immediately and automatically upon such filing and acceptance), (ii) any instrument, Investment Related Property (to the extent issued by or pertaining to a Person other than a Grantor or a Subsidiary thereof), contract, license, permit or other General Intangible which by its terms, or under Applicable Law, or (in the case of such Investment Related Property) by the terms of any applicable organizational document or bylaws or similar agreement, cannot be, or requires any consent (which has not been obtained) to be, pledged, transferred or assigned by Grantor, or to the extent that granting a security interest therein without a consent, waiver, or amendment (which has not been obtained) would result in a breach or default under, or give rise to a right by any party to terminate, the instrument, Investment Related Property (or applicable organizational document or bylaws or similar agreement), contract, license, permit or General Intangible (in each case after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law); provided, however, that with respect to any potential Collateral described in this clause (ii) requiring a consent, waiver or amendment prior to the effective grant of a security interest, the affected Grantor shall have used commercially reasonable efforts to obtain such consent, waiver or amendment, (iii) any FCC License or any State PUC License, or assets subject thereto, solely at such times and to the extent that a security interest in such FCC License or such State PUC License is not permitted under Applicable Law, (iv) any Equity Interests of (x) a Person formed under the laws of a jurisdiction other than the United States or any State of the United States or the District of Columbia or (y) a Person that is a “controlled foreign corporation” (or several thereof) as defined in Section 957(a) of the Code (any such Person described in clause (x) or (y), a “Foreign Stock Subsidiary”) in excess of 65% of the outstanding Equity Interests of such Foreign Stock Subsidiary and any Equity Interests of a Subsidiary of any Foreign Stock Subsidiary, (v) any property owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money or capital or finance lease obligation permitted to be incurred pursuant to the Credit Agreement and the Indenture if (and in each case only for so long as) the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money, project financing or capital or finance lease obligation) prohibits the creation of any other Lien on such property, except to the extent that the term in such contract or other agreement providing for such prohibition is ineffective under Applicable Law, and (vi) any Equity Interests or other securities of any Subsidiary of a Grantor in excess of the maximum amount of such Equity Interests or securities that could be included in the Collateral without creating a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings by any direct or indirect parent of such Subsidiary with the SEC.

Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Administrative Agent, assignsfor the ratable benefit of the Secured Parties, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the followingfollowing property, in each case, as to each type of property described below, whether now owned or hereafter acquired or arising and by such Grantor, wherever located:, and whether now or hereafter existing or arising, subject to the proviso at the end of this Section 1 (collectively, the "Collateral"): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Bookscash and Cash Equivalents; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit AccountsCommercial Tort Claims (including, without limitation, the Commercial Tort Claims set forth on Schedule III hereto); (e) the Cash Collateral Account, and all of such Grantor’s Equipment and fixturescash deposited therein from time to time; (f) all of such Grantor’s General IntangiblesDocuments; (g) all of such Grantor’s InventoryEquipment; (h) all of such Grantor’s Investment Related PropertyFarm Products; (i) all of such Grantor’s Negotiable CollateralFixtures; (j) all of such Grantor’s rights in respect of Supporting ObligationsGeneral Intangibles; (k) all of such Grantor’s Commercial Tort ClaimsGoods; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyInstruments; (m) all Inventory; (n) all Letter-of-Credit Rights; (o) the following (the "Security Collateral"): (i) all indebtedness evidenced by promissory notes or other instruments from time to time owed to such Grantor (the "Pledged Debt"), and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the proceeds Pledged Debt; (ii) all Equity Interests from time to time acquired, owned or held by such Grantor in any manner (the "Pledged Equity"), including, without limitation, the Equity Interests held by each Grantor set forth opposite such Grantor's name on and productsotherwise described on Schedule II, and the certificates, if any, representing any such Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interests; provided that no Grantor shall be required to pledge, and the terms "Pledged Equity" and "Security Collateral" used in this Agreement shall not include, any Equity Interests in any Foreign Subsidiary acquired, owned or otherwise held by such Grantor which, when aggregated with all of the other shares of stock in such Foreign Subsidiary pledged by the Grantors, would result in more than 65% of the shares of stock in such Foreign Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956 2(c)(2) promulgated under the Code) (the "Voting Foreign Stock") being pledged to the Administrative Agent, on behalf of the Secured Parties under this Agreement, except to the extent such Equity Interests are required to be pledged hereunder pursuant to Section 6.12(a) of the Credit Agreement; provided further that all of the shares of stock or units or other Equity Interests in such Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the "Non-Voting Foreign Stock") shall be pledged by such Grantor; and (iii) all other Investment Property and all Financial Assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all subscription warrants, rights or options issued thereon or with respect thereto; (p) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Refco Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the "Assigned Agreements"), including, without limitation, all rights of such Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (all such Collateral being the "Agreement Collateral"); provided that such Grantor shall not be required to grant a security interest in and a lien on, and the terms "Assigned Agreements" and "Agreement Collateral" shall not include, those contracts, instruments, licenses or other documents described in clause (C) of the proviso to this Section 1; (q) the following (collectively, the "Intellectual Property Collateral"): (i) all patents, patent applications, utility models and statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto ("Patents"); (ii) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether tangible registered or intangibleunregistered (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, in each case, with the goodwill symbolized thereby ("Trademarks"); (iii) all copyrights whether registered or unregistered ("Copyrights"), including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof; (iv) all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing ("Computer Software"); (v) all confidential and proprietary information, including, without limitation, confidential and proprietary know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, "Trade Secrets"), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works; (vi) all registrations and applications for registration for any of the foregoing, including proceeds including, without limitation, those registrations and applications for registration set forth on Schedule V, hereto, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof; (vii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of insurance any kind whatsoever of such Grantor accruing thereunder or Commercial Tort Claims covering or pertaining thereto; (viii) all agreements, permits, consents, orders and franchises relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchangedevelopment, collection, use or other disposition disclosure of any of the foregoingforegoing to which such Grantor, the proceeds of now or hereafter, is a party or a beneficiary ("IP Agreements"); and (ix) any award in condemnation 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 xxx for and collect, or otherwise recover, such damages; (r) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Collateral; (s) all other tangible and intangible personal property of whatever nature whether or refundsnot covered by Article 9 of the UCC; and (t) all Proceeds of, whether for taxes collateral for, income, royalties and other payments now or otherwisehereafter due and payable with respect to, and all proceeds of Supporting Obligations relating to, any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, Collateral and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof or an additional insured thereunder, as applicable), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles the “Proceeds”). Without limiting perfection of a security interest in which is excluded from the generality UCC in the relevant jurisdiction, (B) any Letter-of-Credit Rights to the extent any Grantor is required by applicable law to apply the Proceeds of such Letter-of-Credit Rights for a specified purpose, (C) any General Intangible, Investment Property or other rights of a Grantor arising under any contract, instrument, license or other document if (but only to the foregoingextent that) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the term “Proceeds” includes whatever restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty); provided that the limitation set forth in this clause (C) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is receivable or received when Investment Related Property or proceeds are soldrendered ineffective by the UCC, exchanged(D) any Deposit Accounts of a Grantor, collected(E) any Securities Accounts of a Grantor, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds (F) any leasehold interest of any indemnity or guaranty payable Grantor in any real property and (G) property subject to any Grantor Lien permitted by the Credit Agreement and securing the Customer Financings or any Secured Party from time customer accounts that are subject to time a negative pledge entered into in connection with a Customer Financing. Each Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonable efforts to obtain any required consent described in clause (C) that is reasonably obtainable with respect to Collateral which the Administrative Agent reasonably determines to be material. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the "Collateral" shall not include at any time any right, title or interest of any Regulated Subsidiary in or to any property or asset now owned or hereafter acquired by such Regulated Subsidiary, except to the extent required to be pledged hereunder pursuant to Section 6.12(a) of the Investment Related PropertyCredit Agreement; it being understood that the Equity Interests of any Regulated Subsidiary that are held directly by Holdings, the Borrower or any Restricted Subsidiary that is not a Foreign Subsidiary or a Regulated Subsidiary shall constitute "Collateral" hereunder, subject to the proviso set forth in clause (o)(ii) of this Section 1.

Grant of Security. Each As security for the performance of Grantor’s and BioDelivery’s obligations pursuant to the terms of the Development Agreement, Grantor does hereby unconditionally grantsassign, assignstransfer, pledge, and pledges hypothecate unto Secured Party, and does hereby grant to each Secured Party Party, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) of first priority in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in and to all of the following, whether now owned or hereafter existing or acquired or arising by the Grantor, in each case as they relate exclusively to and wherever located:are used exclusively in connection with the Product (the “Collateral”): (a) all Goods, including (i) all equipment in all of its forms of the Grantor, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor (any and all of the foregoing being the “Equipment”); and (ii) all inventory of Product, active pharmaceutical ingredient, and all other components and raw materials used in the manufacture or supply of Product, in all of its forms of the Grantor, wherever located, and all accessions thereto, products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the “Inventory”); provided, however, that any Equipment or Inventory purchased by the Grantor by installment sale or leased by the Grantor’s Accounts, which is subject to a specific purchase money lien, shall be permitted and such purchase money lien shall be a permitted lien senior to the liens created by this Agreement and the lien created by this Agreement shall be junior to such purchase money lien; (b) all of such Accounts, contracts, contract rights, chattel paper (whether tangible or electronic), documents, instruments and general intangibles relating to the Product or the sale thereof (including payment intangibles and software), rental agreements, or any part thereof including, but not limited to the Grantor’s Booksright to receive, either directly or indirectly, from any Person, any rents or other payments due and payable under such agreements of the Grantor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles being the “Receivables”, and any and all such security agreements, guaranties, leases and other contracts being the “Related Contracts”); (c) all Intellectual Property Collateral of such Grantor’s Chattel Paperthe Grantor and all investment property; (d) all books and records relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Deposit Accountsthe foregoing in this Section 2.2, including without limitation, any and all data, reports, studies, analysis or similar items related to the development and commercialization of the Product; (e) all of such Grantor’s Equipment and fixturesDocuments relating to the Product; (f) all instruments (including promissory notes), rights to the payment of such Grantor’s General Intangiblesmoney, insurance refund claims and all other insurance claims, commercial tort claims, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) and supporting obligations relating to the Product; (g) all of such the Grantor’s Inventoryother personal property and rights of every kind and description and interests therein related to the Product; (h) All Investigational New Drug Applications and New Drug Applications related to the Product filed with the FDA pursuant to the Federal Drug and Cosmetic Act (21 U.S.C. Section 321, et seq.), and the rules and regulations contemplated thereunder, and any and all governmental approvals necessary or useful for the development, use and sale of such Grantor’s Investment Related Property;the Product; and (i) all products, rents, issues, profits, returns, income and proceeds of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of and from any Secured Party; (m) and all of the foregoing Collateral (including proceeds and products, whether tangible or intangible, of any which constitute property of the foregoingtypes described in clauses (a), including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing(b), (c), (d), (e), (f), (g) and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the (h) above, whether insured or not insured), and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting Notwithstanding anything herein to the generality contrary, the Collateral shall exclude (i) the Grantor’s rights under contracts and agreements which by their terms prohibit the granting of a security interest therein or assignment thereof (except to the extent such prohibitions are ineffective under Sections 9-406, 9-407, 9-408 and 9-409 of the foregoing, U.C.C. or other applicable law)and (ii) all of Grantor’s assets not exclusively related to or used exclusively in connection with the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyProduct.

Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit AccountsCommercial Tort Claims; (e) all of such Grantor’s Equipment and fixturesDeposit Accounts; (f) all of such Grantor’s Equipment; (g) all of such Grantor’s Farm Products; (h) all of such Grantor’s Fixtures; (i) all of such Grantor’s General Intangibles; (gj) all of such Grantor’s Inventory; (hk) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes); (n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (o) all of such Grantor’s Securities Accounts; (p) all of such Grantor’s Supporting Obligations; (q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and (mr) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” (and any component definition thereof) shall not include any Excluded Asset.

Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Collateral Trustees, assignsin each case, in trust pursuant to the Collateral Trust Agreement for the ratable benefit of the Representatives and pledges to each the Secured Party Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitationin, such Grantor’s right, title, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located:(collectively, the “Collateral”): (a) all of such Grantor’s AccountsEquipment; (b) all of such Grantor’s BooksInventory; (c) all of such Grantor’s Chattel PaperReceivables and all Related Contracts; (d) all of such Grantor’s Deposit Accountsthe Security Collateral; (e) all of such Grantor’s Equipment and fixturesthe Agreement Collateral; (f) all of such Grantor’s General Intangiblesthe Account Collateral; (g) all of such Grantor’s Inventorythe Intellectual Property Collateral; (h) all of such Grantor’s Investment Related PropertyCommercial Tort Claims Collateral; (i) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor’s Negotiable Grantor pertaining to any of the Collateral;; and (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s moneyproceeds of, cashcollateral for, cash equivalentsincome, or royalties and other assets of each such Grantor that payments now or hereafter come into the possessiondue and payable with respect to, custodyand supporting obligations relating to, or control of any Secured Party; (m) and all of the proceeds Collateral (including, without limitation, proceeds, collateral and products, whether tangible or intangible, of any supporting obligations that constitute property of the foregoing, including proceeds types described in clauses (a) through (i) of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, this Section 2 and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, this clause (j)) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Collateral Trustees are the loss payees thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral, (the “Proceeds”). Without limiting the generality of the foregoingB) tort claims, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are soldincluding, exchangedwithout limitation, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, all commercial tort claims and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property(C) cash.

Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party the Collateral Agent a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all personal property assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: (a) all of such the Grantor’s Accounts; (b) all of such the Grantor’s Books; (c) all of such the Grantor’s Chattel Paper; (d) all of such the Grantor’s Deposit Accounts; (e) all of such the Grantor’s Equipment and fixtures; (f) all of such the Grantor’s General Intangibles; (g) all of such the Grantor’s InventoryIntellectual Property; (h) all of such the Grantor’s Inventory; (i) all of the Grantor’s Investment Related Property; (ij) all of such the Grantor’s Negotiable Collateral; (jk) all of such the Grantor’s rights in respect of Supporting Obligations; (kl) all of such the Grantor’s Commercial Tort Claims; (lm) all of such the Grantor’s money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any Secured Party; (m) ; and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any Secured Party from time to time with respect to any of the Investment Related Property. Notwithstanding the foregoing, the Collateral shall not include (i) the Stock of any first-tier Foreign Subsidiary in excess of 65% of the aggregate outstanding voting Stock of such first-tier Foreign Subsidiary or (ii) any Stock of any Foreign Subsidiary that is not a first-tier Foreign Subsidiary.

Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns and transfers to the Administrative Agent, and pledges hereby grants to each the Administrative Agent, for the ratable benefit of the Secured Party Parties, a separate, continuing security interest (eachin, a “Security Interest” and, collectively, all of the “Security Interests”) in all assets of such Grantor (other than Real Property) whether following property now owned or at any time hereafter acquired by such Grantor or arising and wherever located in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), includingas collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, without limitation, by acceleration or otherwise) of such Grantor’s rightObligations: (a) all Securities and all options and warrants to purchase Securities (and all certificates, titleCertificated Securities, Chattel Paper or Instruments evidencing such Securities); (b) all Pledged Accounts; including any and interest all assets of whatever type or kind deposited in and to the followingany such Pledged Account, whether now owned or hereafter acquired acquired, existing or arising (including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments or interests therein of any type or nature deposited or required by the Credit Agreement or any other Loan Document to be deposited in such Pledged Account, and wherever located: all investments and all certificates and other instruments (aincluding depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Grantor’s Accounts; (b) all of such Grantor’s Booksthe foregoing); (c) all of such Grantor’s Chattel Paper;books and records pertaining to the Collateral; and (d) to the extent not otherwise included, all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment Proceeds, Supporting Obligations and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control products of any Secured Party; (m) and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to all Security Entitlements owned by such Grantor in any or and all of the foregoing, and all collateral security and guarantees given by any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest (i) is of more than 66% of the total voting stock of any Excluded Foreign Subsidiary, (ii) is of a general partner interest held by a Grantor in a Colony Fund, (iii) is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (iv) in the case of any Collateral constituting a Security of any Pledged Affiliate, is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any rebates contract, license, agreement, instrument or refunds, whether for taxes other document evidencing or otherwise, and all proceeds giving rise to such property or any material agreement of any such proceeds, Pledged Affiliate (or any portion thereof Investment Asset Issuer or Affiliated Investor in which such Pledged Affiliate owns a direct or indirect equity interest) prohibiting a grant of such security interest thereinin such Security, and the proceeds thereofincluding, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise includedwithout limitation, any indemnity, warranty, applicable shareholder or guaranty payable by reason of loss or damage to, or otherwise with respect to similar agreement (other than any of the foregoing issued by a Grantor) or any agreements relating to Indebtedness permitted pursuant to the Credit Agreement that are either applicable to such Pledged Affiliate, any Investment Asset held directly or indirectly by such Pledged Affiliate or to any Investment Asset Issuer or any Affiliated Investor in which such Pledged Affiliate owns a direct or indirect equity interest, in each case with respect to clauses (iii) and (iv) of this paragraph, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requirement of such consent is ineffective under applicable law (the property excluded from Collateral pursuant to this paragraph, the “ProceedsExcluded Collateral”). Without limiting Notwithstanding anything to the generality of the foregoingcontrary set forth in this Agreement, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are soldrepresentations, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, warranties and includes proceeds of any indemnity or guaranty payable covenants set forth herein applicable to any Grantor or any Secured Party from time Collateral shall not apply to time with respect to any of the Investment Related PropertyExcluded Collateral.

Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to Collateral Agent on behalf of each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: (a) all of such the Grantor’s Accounts; (b) all of such the Grantor’s Books; (c) all of such the Grantor’s Chattel Paper; (d) all of such the Grantor’s Deposit Accounts; (e) all of such the Grantor’s Equipment and fixtures; (f) all of such the Grantor’s General Intangibles; (g) all of such the Grantor’s InventoryIntellectual Property; (h) all of such the Grantor’s Inventory; (i) all of the Grantor’s Investment Related Property; (ij) all of such the Grantor’s Negotiable Collateral; (jk) all of such the Grantor’s Real Property; (l) all of the Grantor’s rights in respect of Supporting Obligations; (km) all of such the Grantor’s Commercial Tort Claims; (ln) all of such the Grantor’s money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;; and (mo) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Real Estate, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns (except in the case of ULC Shares), and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to all of such Grantor’s present and after-acquired personal property, including, without limitation, the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit AccountsCommercial Tort Claims; (e) all of such Grantor’s Equipment and fixturesDeposit Accounts; (f) all of such Grantor’s Equipment; (g) all of such Grantor’s Farm Products; (h) all of such Grantor’s Fixtures; (i) all of such Grantor’s General Intangibles; (gj) all of such Grantor’s Inventory; (hk) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes); (n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (o) all of such Grantor’s Securities Accounts; (p) all of such Grantor’s Supporting Obligations; (q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and (mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Administrative Borrower) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (iii) any 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, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iv) any consumer goods (as defined in the PPSA) of Select Agendas; or (v) the last day of any real property lease, or any agreement to lease to which Select Agendas is now or becomes a party as lessee, provided that any such last day shall be held in trust by Select Agendas for Agent and, on the exercise by Agent of its rights and remedies hereunder, shall be assigned by Select Agendas as directed by Agent. Notwithstanding the foregoing, Agent shall only have a security in, and not a present assignment of, any Canadian trademarks or ULC Shares forming part of the Collateral.

Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to each Collateral Agent, for the benefit of the Secured Party Parties, to secure the Secured Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit AccountsCommercial Tort Claims; (e) all of such Grantor’s Equipment and fixturesDeposit Accounts; (f) all of such Grantor’s Equipment; (g) all of such Grantor’s Farm Products; (h) all of such Grantor’s Fixtures; (i) all of such Grantor’s General Intangibles; (gj) all of such Grantor’s Inventory; (hk) all of such Grantor’s Investment Related Property; (il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (m) all of such Grantor’s Negotiable Collateral; (jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts; (lp) all of such Grantor’s Supporting Obligations; (q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Collateral Agent (or its agent or designee) or any other Secured Party; and (r) all of such Grantor’s rights in, to or under, or relating to, any FCC License; (ms) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, FCC Licenses, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include the following (collectively, the “Excluded Property”): (a) any rights or interest in any lease, contract, license or license agreement covering personal property or real property of the Issuer or any Grantor (other than FCC Licenses, which are covered by clause (b) below), so long as under the terms of such lease, contract, license or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein to the Collateral Agent is prohibited (or would render such lease, contract, license or license agreement cancelled, invalid or unenforceable) and such prohibition has not been or is not waived or the consent of the other party to such lease, contract, license or license agreement has not been or is not otherwise obtained; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the Code or other applicable law or so as to limit, impair or otherwise affect the Collateral Agent’s unconditional continuing security interests in and liens upon any rights or interests of the Issuer or Grantors in or to any proceeds from or monies due or to become due to the Issuer or any Grantor under any such lease, contract, license or license agreement (including any receivables); (b) any FCC Licenses to the extent (but only to the extent) that at such time the Collateral Agent may not validly possess a security interest directly in the FCC Licenses pursuant to the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder, as in effect at such time; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under other applicable law or so as to limit, impair or otherwise affect the Collateral Agent’s unconditional continuing security interests in and liens upon the economic value of the FCC Licenses, all rights incident or appurtenant to the FCC Licenses and the right to receive all monies, consideration, receivables and proceeds derived from or in connection with the sale, assignment or transfer of the FCC Licenses; (c) any 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; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (d) assets owned by the Issuer or any Grantor on the Issue Date or thereafter acquired and any proceeds thereof that are subject to a Lien securing a purchase money obligation or Capital Lease Obligation permitted to be incurred pursuant to the provisions of the Indenture to the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or Capital Lease Obligation) validly prohibits the creation of any other Lien on such assets and proceeds; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the Code or other applicable law; (e) any property of a person existing at the time such person is acquired or merged with or into or consolidated with the Issuer or any Grantor that is subject to a Permitted Lien not created in anticipation or contemplation of such acquisition to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such property; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the Code or other applicable law or so as to limit, impair or otherwise affect the Collateral Agent’s unconditional continuing security interests in and liens upon any rights or interests of the Issuer or Grantors in or to any proceeds from or monies due or to become due to the Issuer or any Grantor under any such property (including any receivables arising from the use of such property, but excluding any proceeds from any disposition of such property to the extent such Permitted Lien extends thereto and to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such proceeds); (f) any shares entitled to vote (within the meaning of Treasury Regulation Section 1.956-2) of any direct or indirect Subsidiary of the Issuer that is a “controlled foreign corporation” in excess of sixty-six (66%) percent of all of the issued and outstanding Capital Interests in such Subsidiary; (g) any (i) individual parcel of leased real property or (ii) individual parcel of owned real property of the Issuer or any Grantor having a fair market value, as determined by the Issuer in good faith, of less than $2,000,000; and (h) any Capital Interests (other than any Capital Interests of a wholly owned Subsidiary of the Issuer or any Grantor) to the extent such grant of a security interest is prohibited by a joint venture, shareholder or similar agreement entered into in connection with the acquisition of such Capital Interests so long as such agreement is entered into for valid business reasons.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Administrative Agent for the ratable benefit of each of the Secured Parties, to secure the Secured Obligations, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by such Grantor (the “Collateral”): (a) all of such Grantor’s Accountsthe Collateral Account; (b) all of such Grantor’s BooksComputer Hardware and Software Collateral; (c) all of such Grantor’s Chattel PaperAll Contracts, together with any Contract Rights arising thereunder; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixturesEquipment; (f) all of such Grantor’s General IntangiblesIntellectual Property Collateral; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable CollateralReceivables; (j) all of such Grantor’s rights in respect of Supporting ObligationsSecurities Accounts; (k) all other Goods, Chattel Paper, Documents, Instruments, and General Intangibles of such Grantor’s Commercial Tort Claims; (l) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Partyforegoing in this Section 2.1; (m) all of the proceeds such Grantor’s other property and rights of every kind and description and interests therein; and (n) all products, whether tangible or intangibleoffspring, of any of the foregoingrents, including issues, profits, returns, income and proceeds of insurance or Commercial Tort Claims covering or relating to and from any or and all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible foregoing Collateral (including proceeds which constitute property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoingtypes described in clauses (a), the proceeds of any award in condemnation with respect to any of the foregoing(b), any rebates or refunds(c), whether for taxes or otherwise(d), (e), (f), (g), (h) and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, (i) and, to the extent not otherwise included, all payments under insurance which such Grantor is entitled to receive (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting Notwithstanding anything herein to the generality 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 express terms of such license, contract or agreement or otherwise, result in a breach of the foregoingterms of, or constitute a default under such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-318(4) of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, waiver, lapse or termination of any such provision, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryCollateral shall include, and includes proceeds of any indemnity or guaranty payable to any such Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyshall have granted a security interest in, all such rights and interests as if such provision had never been in effect.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit AccountsCommercial Tort Claims; (e) all of such Grantor’s Equipment and fixturesDeposit Accounts; (f) all of such Grantor’s Equipment; (g) all of such Grantor’s Farm Products; (h) all of such Grantor’s Fixtures; (i) all of such Grantor’s General Intangibles; (gj) all of such Grantor’s Inventory; (hk) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes); (n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (o) all of such Grantor’s Securities Accounts; (p) all of such Grantor’s Supporting Obligations; (q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and (mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include the following (collectively, the “Excluded Collateral”): (i) solely as it relates to the obligations set forth in clauses (A), (B) and (D) in the definition of Secured Obligations, voting Equity Interests constituting more than 65% of the total outstanding voting Equity Interests of any CFC; or (ii) Equity Interest in a Foreign Subsidiary to the extent that the pledge of such Equity Interest would result in a violation of applicable law in the jurisdiction in which such Foreign Subsidiary is organized; or (iii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests) unless, in each case, such proceeds otherwise constitute Excluded Collateral; or (iv) any 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, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; or (v) any Equipment of a Grantor that is subject to a perfected Lien that constitutes a Permitted Lien under clause (d), (e) or (f) of such definition if and for so long as the grant of a security interest therein to Agent in such Equipment shall constitute or result in a breach or termination pursuant to the terms of, or a default under, the agreement entered into in connection with such Permitted Lien on such Equipment; provided however that a security interest in favor of Agent, for the benefit of each member of the Lender Group and each Bank Product Provider, shall attach immediately at such time as the term restricting the attachment of a security interest in such Equipment is no longer operative or the attachment of a security interest in such Equipment would not constitute or result in a breach or termination pursuant to the terms of, or a default under, such agreement; or (vi) the contracts set forth on Schedule 11 which are to be assigned by the US Borrower to CRGT, Inc., a Maryland corporation (“Federal Division Buyer”) pursuant to that certain Asset Purchase Agreement dated as of January 21, 2012 among Federal Division Buyer and US Borrower. Notwithstanding anything to the contrary herein, the Grantors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of Excluded Collateral.

Grant of Security. Each Grantor hereby unconditionally grantspledges and collaterally assigns and transfers to the Collateral Agent, assignsfor the ratable benefit of the Secured Parties, and pledges hereby grants to each the Collateral Agent, for the ratable benefit of the Secured Party Parties, a separate, continuing security interest (eachin and continuing lien on, a “Security Interest” andall of such Grantor’s right, collectivelytitle and interest in, to and under all personal property of such Grantor, including, but not limited to, the “Security Interests”) following, in all assets of such Grantor (other than Real Property) whether each case, wherever located and now owned or at any time hereafter acquired by such Grantor or arising and wherever located in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:): (ai) all of such Grantor’s Accounts; (bii) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (diii) all of Collateral Accounts; (iv) all Commercial Tort Claims described on Schedule 8 (as such Grantor’s schedule may be amended or supplemented by the Borrower from time to time); (v) all Deposit Accounts; (evi) all of such Grantor’s Equipment and fixturesDocuments; (fvii) all of such Grantor’s Equipment (other than Vehicles); (viii) all General Intangibles; (gix) all of such Grantor’s Instruments; (x) all Insurance; (xi) all Intellectual Property; (xii) all Inventory; (hxiii) all of such Grantor’s Investment Related Property, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all Capital Stock or other shares, interests or certificates in respect thereof; (ixiv) all Letter of such Grantor’s Negotiable CollateralCredit Rights; (jxv) all of such Grantor’s rights in respect of Supporting ObligationsMoney; (kxvi) all of such Grantor’s Commercial Tort ClaimsReceivables and Receivables Records; (lxvii) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartySecurities Accounts; (mxviii) all Goods and other personal property not otherwise described above; (xix) all books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints, technical specifications, manuals, computer software and related documentation, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xx) to the extent not otherwise included, all other property of such Grantor and all Proceeds, products, accessions, rents and profits of any and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any foregoing and all AccountsCollateral Records, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Collateral Support and Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of Obligations and guarantees given by any of the foregoing, the proceeds of any award in condemnation Person with respect to any of the foregoing, ; provided that the Collateral shall not include any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyExcluded Assets.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party Agent, for the benefit of the Purchasers, a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, such including Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s InventoryGoods; (h) all of such Grantor’s Inventory; (i) all of Grantor’s Investment Related Property; (ij) all of such Grantor’s Negotiable Collateral; (jk) all of such Grantor’s rights in respect of Supporting Obligations; (kl) all of such Grantor’s Commercial Tort Claims; (lm) all of such Grantor’s money, cash, cash equivalents, money or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured PartyPurchaser; (mn) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each Secured Party Party, to secure the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a “Security Interest” and, collectively, hereinafter referred to as the “Security InterestsInterest ”) in all assets of such Grantor (other than Real Property) Grantor’s right, title, and interest in, to and under the following, property, in each case whether tangible or intangible, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:): (a) all of such Grantor’s Accounts, Receivables and Receivables Records; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit AccountsCommercial Tort Claims; (e) all of such Grantor’s Equipment and fixturesDeposit Accounts; (f) all of such Grantor’s Equipment; (g) all of such Grantor’s Fixtures; (h) all of such Grantor’s General Intangibles; (gi) all of such Grantor’s Inventory; (hj) all of such Grantor’s Investment Related Property; (i) , including all of such Grantor’s Negotiable Collateral; (j) Securities, all of such Grantor’s rights in Securities Accounts and all Security Entitlements with respect of Supporting Obligationsthereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts; (k) all of such Grantor’s Commercial Tort ClaimsIntellectual Property and Intellectual Property Licenses; (l) all of such Grantor’s moneyNegotiable Collateral (including all of such Grantor’s Pledged Notes); (m) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (n) all of such Grantor’s Securities Accounts; (o) all of such Grantor’s Supporting Obligations; (p) all of such Grantor’s Money, cashas defined in Section 1-201(24) of the Code, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Partyother Lender; (mq) all of such Grantor’s Goods not covered by the proceeds other clauses of this Section 3; (r) all of such Grantor’s Insurance; (s) all of such Grantor’s As-Extracted Collateral; (t) all of such Grantor’s other tangible and products, whether tangible or intangible, intangible personal property whatsoever of such Grantor; and (u) all of such Grantor’s Proceeds of any of the foregoingCollateral, including proceeds of insurance or Commercial Tort Claims covering or relating all Accessions to and substitutions and replacements for, any or all of the foregoingCollateral, and any all offspring, rents, profits and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition products of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredCollateral, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of the foregoing (the “Proceeds”such Grantor or any computer bureau or service company from time to time acting for such Grantor). Without limiting Notwithstanding anything contained in this Agreement to the generality of the foregoingcontrary, the term “ProceedsCollateral” includes whatever shall not include: (i) voting Equity Interests of any CFC or CFC Holdco, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC or CFC Holdco (any such pledge shall be governed by the laws of the State of New York), (ii) (x) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is receivable prohibited as a matter of law or received when Investment Related Property under the terms of such contract, lease, permit, license, or proceeds are soldlicense agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, exchangedlease, collectedpermit, license, or license agreement has not been obtained or (y) any asset to the extent that a pledge thereof or a grant of a security interest therein would be prohibited by applicable law, rule or regulation or agreements with any Governmental Authority or would require governmental (including regulatory) consent, approval, license or authorization (provided, in each case, that (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise disposed affect any of Agent’s or any other Secured Party’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests), (iii) any 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; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral, (iv) any leasehold interest except to the extent a security interest therein can be perfected by the filing of a financing statement, (v) interests in joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties other than Grantors or any of their respective Wholly-Owned Subsidiaries (after giving effect to any applicable anti-assignment provision of the Code or other applicable law), (vi) Excluded Accounts, (vii) (x) Letter of Credit Rights with a value of less than $1,000,000 individually and $2,500,000 in the aggregate and (y) Commercial Tort Claims with a value of less than $2,500,000 in the aggregate (in each case except to the extent a security interest therein can be perfected by the filing of a financing statement), (viii) where such grant results in material adverse tax, accounting or regulatory consequences as reasonably determined by the Borrower and the Administrative Agent, and (ix) where the cost of obtaining a security interest in, or perfection of, whether such disposition is voluntary or involuntary, assets exceeds the practical benefit to the Lenders afforded thereby as reasonably determined by the Borrower and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyAdministrative Agent.

Grant of Security. Each Grantor hereby unconditionally grantsAs security for the prompt and complete payment and performance in full when due (whether at stated maturity, assignsby required prepayment, and pledges declaration, acceleration, demand or otherwise, including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code) of all Obligations at any time owed or owing to each the Secured Party a separate, continuing security interest Parties (each, a “Security Interest” and, or any of them) (collectively, the “Security InterestsSecured Obligations”) ), each Grantor hereby pledges and grants to the Collateral Agent, for its benefit and for the benefit of the Secured Parties, a continuing security interest in and Lien on all assets of such Grantor (other than Real Property) its right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s BooksChattel Paper; (c) all of such Grantor’s Chattel PaperContracts; (d) all of such Grantor’s Deposit AccountsDocuments; (e) all General Intangibles, including without limitation all Intellectual Property owned by such Grantor and that portion of such Grantor’s Equipment and fixturesthe Pledged Collateral constituting General Intangibles; (f) all of such Grantor’s General IntangiblesGoods whether tangible or intangible, wherever located, including without limitation all Inventory, Equipment, Fixtures, and Money; (g) all Instruments, including without limitation that portion of such Grantor’s Inventorythe Pledged Collateral constituting Instruments; (h) all of such Grantor’s Investment Related Propertycash and Deposit Accounts, including without limitation all Cash Collateral Accounts constituting Deposit Accounts; (i) all of such Grantor’s Negotiable CollateralInsurance; (j) all Investment Property, including without limitation all Control Accounts, all Cash Collateral Accounts constituting Investment Property and that portion of such Grantor’s rights in respect of Supporting Obligationsthe Pledged Collateral constituting Investment Property; (k) all of such Grantor’s Commercial Tort ClaimsAccounts Receivable; (l) all of such Grantor’s moneyPledged Stock, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyPledged Partnership Interests and Pledged LLC Interests; (m) all books and Records; (n) all Money or other property of the proceeds any kind which is received by such Grantor in connection with refunds with respect to taxes, assessments and productsgovernmental charges imposed on such Grantor or any of its property or income; (o) all causes of action and all Money and other property of any kind received therefrom, whether tangible or intangible, and all Money and other property of any kind recovered by any Grantor; (p) all Collateral Support and Supporting Obligations relating to any of the foregoing; and (q) all Proceeds of each of the foregoing and all accessions to, including proceeds substitutions and replacements for and rents, profits and products of insurance or Commercial Tort Claims covering or relating to in respect of any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition Proceeds of any of the foregoinginsurance, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity warranty or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyforegoing.

Grant of Security. (a) Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party Agent, for the benefit of itself and the ratable benefit of the Holders, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (ai) all of such Grantor’s Accounts; (bii) all of such Grantor’s Books; (ciii) all of such Grantor’s Chattel Paper; (div) all of such Grantor’s interest with respect to any Deposit AccountsAccount; (ev) all of such Grantor’s Equipment and fixtures; (fvi) all of such Grantor’s General Intangibles; (gvii) all of such Grantor’s Inventory; (hviii) all of such Grantor’s Investment Related Property; (iix) all of such Grantor’s Negotiable Collateral; (jx) all of such Grantor’s rights in respect of Supporting Obligations; (kxi) all of such Grantor’s interest with respect to any Commercial Tort Claims; (lxii) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyAgent (or its agent or designee); (mxiii) all of such Grantor’s Hydrocarbons and Hydrocarbon Interests; (xiv) all of such Grantor’s Oil and Gas Properties; and (xv) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty Guarantee payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty Guarantee payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything herein to the contrary, the term “Collateral” shall not include, and no Grantor is pledging, nor granting a security interest hereunder in, any of such Grantor’s right, title or interest in (A) any license, contract or agreement to which such Grantor is a party as of the date hereof or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement on the date hereof result in a breach of the terms of, or constitute a default under, such license, contract or agreement (other than to the extent that any such term (i) has been waived or (ii) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or other applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that (x) 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 right, title and interest as if such provision had never been in effect and (y) the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Agent’s unconditional continuing security interest in and liens upon any rights or interest of a Grantor in or to the proceeds of, or any monies due or to become due under, any such license, contract or agreement or (B) all intent-to-use United States trademark applications 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, provided that, upon such filing and acceptance, such intent-to-use applications shall be included in the definition of Collateral. Notwithstanding anything herein to the contrary, the term “Collateral” shall not include (A) in the case of a first tier foreign Subsidiary, more than 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (i) would not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary’s United States parent and (ii) would not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding shares of Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (it being understood and agreed that the Collateral shall include 100% of the issued and outstanding shares of Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) or other equity interest of such foreign Subsidiary) or (B) in the case of all other foreign Subsidiaries, any of the issued and outstanding shares of Stock. The Grantors agree that the pledge of the shares of Stock of any Subsidiary of a Grantor that is a foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantors in favor of Agent, which pledge agreements will provide for the pledge of such shares of Stock in accordance with the laws of the applicable foreign jurisdiction subject to the limitations set forth above regarding the pledge of Stock securing the payment and performance of the Secured Obligations of such Grantor. With respect to such shares of Stock, Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Stock.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real PropertyHoldings) hereby grants to the Collateral Agent, for the ratable benefit of the Secured First Lien Parties, a security interest in such Grantor’s right, title and interest in and to the following property (except as provided in Section 2.03), in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located (collectively, the “Personal Property Collateral”): (a) all Accounts; (b) all cash and Cash Equivalents; (c) all Chattel Paper; (d) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule III (together with any Commercial Tort Actions subject to a further writing provided in accordance with Section 2.07); (e) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) all Fixtures; (i) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements, in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Covered Agreements”), including, without limitation, all rights of such Grantor’s right, title, and interest in Grantor to receive moneys due and to become due under or pursuant to the following, whether now owned or hereafter acquired or arising and wherever located: (a) all of such Grantor’s AccountsCovered Agreements; (bp) all the following (collectively, the “Intellectual Property Collateral”) to the extent governed by or arising or existing under, pursuant to or by virtue of such Grantor’s Books; (c) all the laws of such Grantor’s Chattel Paper; (d) all the United States of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property;America or any state thereof: (i) all of such Grantor’s Negotiable Collateralpatents, patent applications, utility models and statutory invention registrations, inventions claimed or disclosed therein and improvements thereto (“Patents”); (jii) all trademarks, service marks, domain names, trade dress, logos, slogans, trade names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications or service xxxx applications filed pursuant to Section 1(b) of such Grantor’s rights the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed and accepted), together, in respect of Supporting Obligationseach case, with the goodwill symbolized thereby (“Trademarks”); (kiii) all copyrights whether registered or unregistered (“Copyrights”), including, without limitation, copyrights in (A) recordings of such Grantor’s Commercial Tort Claimssound, whether or not coupled with a visual image, by any method or format and on any substance or material, whether now or hereafter known, which is used in the recording, production and/or manufacture of records or for any other exploitation of sound (“Recorded Music Copyrights”) and (B) music compositions consisting of words and music, or any dramatic material and bridging passages, whether in form of instrumental and/or vocal music, prose or otherwise, irrespective of length (“Publishing Copyrights”); (liv) all of confidential and proprietary information, including, without limitation, confidential and proprietary know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information , in each case, to the extent such Grantor’s moneyinformation (A) is not generally known, cash, cash equivalents, or other assets of each (B) confers an economic benefit on such Grantor that now or hereafter come into and (C) is the possessionsubject of reasonable efforts to maintain its secrecy under applicable Law (collectively, custody, or control of any Secured Party“Trade Secrets”); (mv) all of the proceeds registrations and products, whether tangible or intangible, of applications for registration for any of the foregoing, including proceeds of insurance together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof; (vi) written agreements granting a license or Commercial Tort Claims covering or relating right to use any or all of the foregoingforegoing to which such Grantor, and now or hereafter, is a party (“IP Agreements”); and (vii) any and all Accountsclaims for damages and injunctive relief for past, Bookspresent and future infringement, Chattel Paperdilution, Deposit Accountsmisappropriation, Equipmentviolation, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, misuse or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation breach with respect to any of the foregoing, with the right, but not the obligation, to xxx for and collect, or otherwise recover, such damages; (q) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Personal Property Collateral; and (r) all Proceeds of, collateral for, income, royalties and other payments now or refunds, whether for taxes or otherwisehereafter due and payable with respect to, and all proceeds of Supporting Obligations relating to, any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, Personal Property Collateral and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (Personal Property Collateral; provided that the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Personal Property or proceeds are sold, exchanged, collectedCollateral shall not include any Pledged Collateral, or otherwise disposed of, whether such disposition is voluntary any property or involuntary, and includes proceeds assets described in the proviso to the definition of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyPledged Stock.

Grant of Security. Each As security for the payment or performance, as the case may be, in full of the Secured Obligations (as defined below), each Grantor hereby unconditionally grants, assigns, collaterally assigns and pledges to the Collateral Agent (and its successors and permitted assigns), for the benefit of the Secured Parties, and each Grantor hereby grants to the Collateral Agent (and its successors and permitted assigns), for the benefit of the Secured Party Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in and continuing lien on all assets of such Grantor (other than Real Property) Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalents; (c) all Chattel Paper; (d) all Commercial Tort Claims set forth on Schedule IV hereto or with a claimed amount in excess of $5,000,000; (e) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) subject to Section 22 hereof, all Fixtures; (i) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Inventory; (m) all Letter-of-Credit Rights; (n) the following (the “Security Collateral”): (i) all indebtedness from time to time owed to such Grantor, including, without limitation, the indebtedness set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement) (all such indebtedness being the “Pledged Debt”), and the instruments and promissory notes, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt; (ii) all Equity Interests of any Person from time to time acquired, owned or held directly by such Grantor in any manner, including, without limitation, the Equity Interests owned or held by each Grantor set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement) (all such Equity Interests being the “Pledged Interests”), and the certificates, if any, representing such shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all warrants, rights or options issued thereon or with respect thereto; provided that, for the avoidance of doubt, such Grantor shall not be required to pledge, and the terms “Pledged Interests” and “Security Collateral” used in this Agreement shall not include, any Equity Interests that constitute Excluded Property; and (iii) all Investment Property and all Financial Assets, and all dividends, distributions, returns of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all warrants, rights or options issued thereon or with respect thereto; (o) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as defined below), in each case as such agreements may be amended, restated, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including, without limitation, all rights of such Grantor’s right, title, and interest in Grantor to receive moneys due and to become due under or pursuant to the following, whether now owned or hereafter acquired or arising and wherever located: Assigned Agreements (a) all of such Grantor’s AccountsCollateral being the “Agreement Collateral”); (bp) all of such Grantor’s Books; the following (ccollectively, excluding clauses (viii) all of such Grantor’s Chattel Paper; and (dix) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property;below, the “Intellectual Property Collateral”): (i) all of such Grantor’s Negotiable Collateralpatents, patent applications, utility models, statutory invention registrations and all inventions claimed or disclosed therein and all improvements thereto (“Patents”); (jii) all trademarks, trademark applications, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered (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 Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, to the extent that, and solely during the 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 Grantor’s rights intent-to-use application under applicable federal law), together, in respect of Supporting Obligationseach case, with the goodwill symbolized thereby (“Trademarks”); (kiii) all of such Grantor’s Commercial Tort Claimscopyrights, including, without limitation, copyrights in Computer Software (as defined below), internet websites and the content thereof, whether registered or unregistered (“Copyrights”); (liv) all of such Grantor’s moneycomputer software, cashprograms and databases (including, cash equivalentswithout limitation, or other assets of each such Grantor that now or hereafter come into the possessionsource code, custodyobject code and all related applications and data files), or control firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any Secured Partyof the foregoing (“Computer Software”); (mv) all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, and all other intellectual, industrial and intangible property of the proceeds any type, including, without limitation, industrial designs and products, whether tangible or intangible, of mask works; (vi) all registrations and applications for registration for any of the foregoing, including proceeds including, without limitation, those registrations and applications for registration at the U.S. Patent and Trademark Office (the “USPTO”) or the U.S. Copyright Office (the “USCO”) set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by supplements to this Agreement, each such supplement being substantially in the form of insurance Exhibit C hereto (an “IP Security Agreement Supplement”) executed by such Grantor to the Collateral Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof; (vii) all rights in the foregoing corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or Commercial Tort Claims covering or relating pertaining thereto; (viii) all agreements granting to any Grantor, or all pursuant to which any Grantor grants to any other Person rights in any of the foregoing, and foregoing (“IP Agreements”); and (ix) any and all Accountsclaims for damages or injunctive relief for past, Bookspresent and future infringement, Chattel Paperdilution, Deposit Accountsmisappropriation, Equipmentviolation, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, misuse or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation breach with respect to any of the foregoing, with the right, but not the obligation, to xxx for and collect, or otherwise recover, such damages; (q) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Collateral; (r) all other tangible and intangible personal property of whatever nature whether or refundsnot covered by Article 9 of the UCC; and (s) all proceeds of, whether for taxes collateral for, income, royalties and other payments now or otherwisehereafter due and payable with respect to, and Supporting Obligations relating to, any and all proceeds of any such the Collateral (including, without limitation, proceeds, or any portion thereof or interest therein, collateral and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction Supporting Obligations that constitute property of the above, whether insured or not insuredtypes described in clauses (a) through (r) of this Section 1), and, to the extent not otherwise included, all payments under insurance covering any Collateral (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.Collateral;

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixturesFixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and (m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC, solely to the extent that (A) such Stock represents more than 65% of the outstanding voting Stock of such CFC, and (B) pledging or hypothecating more than 65% of the total outstanding voting Stock of such CFC would result in material adverse tax consequences; or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Stock (including any Accounts or Stock), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Stock); (iii) the Excluded Collateral; or (iv) any 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, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.

Grant of Security. Each (a) As security for the payment or performance, as applicable, in full of the Secured Obligations, each Grantor hereby unconditionally grantsbargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to each the Administrative Agent (and its successors and assigns), for the ratable benefit of the Secured Party Parties, and hereby grants to the Administrative Agent (and its successors and assigns), for the ratable benefit of the Secured Parties, a separate, continuing security interest (each, a the “Security Interest” and, collectively, the “Security Interests”) in in, all assets personal property and fixtures of such Grantor (other than Real Property) Grantor, including all of such Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, all of which being hereinafter collectively referred to as the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property;): (i) all Accounts, (ii) all Cash Collateral Accounts, Securities Accounts and all Deposit Accounts, (iii) all Chattel Paper, (iv) all Commercial Tort Claims listed on Schedule 3.7, (v) all Documents, (vi) all Equipment, (vii) all General Intangibles, (viii) all Goods, (ix) all Instruments, (x) all Insurance, (xi) all Intellectual Property, (xii) all Inventory, (xiii) all Investment-Related Property, including all Pledged Collateral and all Blocked Accounts, (xiv) all Letter-of-Credit Rights, (xv) all Proceeds of Authorizations and, subject to the provisions of Section 1.3(c), all Authorizations and the goodwill associated with all Authorizations, (xvi) all Receivables and Receivables Records, (xvii) all other goods and other personal property of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, including all “money” as defined in Article 9 of the UCC, (xviii) to the extent not otherwise included in clauses (i) through (xvii) of this Section, all Collateral Records, Collateral Support and Supporting Obligations in respect of any of the foregoing, (xix) to the extent not otherwise included in clauses (i) through (xviii) of this Section, all other property in which a security interest may be granted under the UCC or which may be delivered to and held by the Administrative Agent pursuant to the terms hereof (including proceeds of insurance or Commercial Tort Claims covering or relating the account referred to any or all of the foregoing, and any in Section 3.4(c)(ii) and all Accountsfunds and other property from time to time therein or credited thereto), Booksand (xx) to the extent not otherwise included in clauses (i) through (xix) of this Section, Chattel Paperall Proceeds, Deposit Accountsproducts, Equipmentsubstitutions, General Intangiblesaccessions, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, rents and profits of or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition in respect of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit AccountsCommercial Tort Claims; (e) all of such Grantor’s Equipment and fixturesDeposit Accounts; (f) all of such Grantor’s Equipment; (g) all of such Grantor’s Farm Products; (h) all of such Grantor’s Fixtures; (i) all of such Grantor’s General Intangibles; (gj) all of such Grantor’s Inventory; (hk) all of such Grantor’s Investment Related Property; (il) all of such Grantor’s Intellectual Property and, to the extent assignable, Intellectual Property Licenses; (m) all of such Grantor’s Negotiable Collateral; (jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts; (lp) all of such Grantor’s Supporting Obligations; (q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and (mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor In consideration of the execution and delivery of, and the extension of credit made and to be made under, the Purchase Agreement, pursuant to which, among other things, each Investor has agreed to purchase Notes from the Company, each Debtor hereby unconditionally grants, assignspledges, hypothecates, transfers and pledges collaterally assigns to each Secured Party the Collateral Agent, for itself and for the benefit of the Investors, to secure the Obligations, a separate, continuing security interest and lien in and to (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets property of such Grantor (other than Real Property) Debtor, including all of the following described property, whether now owned or hereafter acquired or arising acquired, and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s BooksChattel Paper (including all Tangible Chattel Paper and all Electronic Chattel Paper); (c) all of such Grantor’s Chattel PaperCommercial Tort Claims, including those shown on any Pledge Supplement; (d) all of such Grantor’s Deposit Accounts and Securities Accounts; (e) all of such Grantor’s Equipment and fixturesDocuments; (f) all of such Grantor’s General Intangibles, including Intellectual Property and Domain Names; (g) all of such Grantor’s Goods, including Inventory, Equipment and Fixtures; (h) all of such Grantor’s Investment Related PropertyInstruments; (i) all of such Grantor’s Negotiable CollateralInvestment Property; (j) all of such Grantor’s rights in respect of Supporting ObligationsLetter-of-Credit Rights; (k) all of such Grantor’s Commercial Tort ClaimsSupporting Obligations; (l) all of such Grantor’s moneyLicenses, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Partyall Contracts and all Leases; (m) all Negotiable Collateral; (n) all Pledged Equity and Pledged Collateral; (o) all other tangible and intangible personal property whatsoever of such Debtor; (p) all monies, whether or not in the possession or under the control of the Collateral Agent, any Investor or a bailee or Affiliate of the Collateral Agent or any Investor; (q) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; (r) all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the foregoing; and (s) all proceeds and products, whether tangible or intangible, of any of the foregoing, including and all proceeds of any loss of, damage to or destruction of the above, whether insured or not insured, all other proceeds of any sale, lease or other disposition of any property or interest therein referred to above, together with all proceeds of any policies of insurance or Commercial Tort Claims covering or relating to any or all of the foregoingabove, and the proceeds of commercial tort claims covering any and or all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of a Debtor, any rebates or refunds, whether for taxes or otherwise, and together with all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (Collateral. Notwithstanding the foregoing provisions of Section 2 or any other provision of this Agreement or any other Transaction Document, the “Proceeds”). Without limiting the generality Collateral” shall exclude any Excluded Assets; provided, if and when any property of a Debtor shall cease to be Excluded Assets, such property shall be deemed, at all times from and after such date and so long as such Property of the foregoingtype set forth in clauses (a) through (s) above does not at any time thereafter become an Excluded Asset, to constitute Collateral. For the term “Proceeds” includes whatever is receivable avoidance of doubt, Excluded Assets shall not include any proceeds, products, substitutions or received when Investment Related Property replacements of Excluded Assets (unless such proceeds, products, substitutions or proceeds are sold, exchanged, collected, or replacements would otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyconstitute Excluded Assets).

Grant of Security. Each Grantor The Company hereby unconditionally grants, assigns, and pledges to each the Secured Party a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such GrantorCompany’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:, but only to the extent directly relating to, arising from or used in connection with the Company’s Real Property (the “Collateral”): (a) all of such Grantorthe Company’s Accounts; (b) all of such Grantorthe Company’s Books; (c) all of such Grantorthe Company’s Chattel Paper; (d) all of such Grantorthe Company’s Deposit AccountsEquipment and fixtures; (e) all of such Grantorthe Company’s Equipment and fixturesGeneral Intangibles; (f) all of such Grantorthe Company’s General IntangiblesInventory; (g) all of such Grantorthe Company’s InventoryNegotiable Collateral; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantorthe Company’s rights in respect of Supporting Obligations; (ki) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantorthe Company’s money, cash, cash equivalents, or other assets of each such Grantor the Company that now or hereafter come into the possession, custody, or control of any Secured Party; (mj) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property foregoing resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoingThe foregoing notwithstanding, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of Collateral shall not include any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyExcluded Collateral.

Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Collateral Agent, and pledges hereby grants to each Secured Party Collateral Agent a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing or arising in which Grantor now has or hereafter acquires an interest and wherever located:the same may be located (the "COLLATERAL"): (a) all equipment in all of its forms, all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, parts and accessions being the "EQUIPMENT"); (b) all inventory in all of its forms (including, but not limited to, (i) all goods held by Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in Grantor’s Books's business, (iii) all goods in which Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by Grantor) and all accessions thereto and products thereof (all such inventory, accessions and products being the "INVENTORY") and all negotiable documents of title (including without limitation warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a "NEGOTIABLE DOCUMENT OF TITLE"); (c) all accounts, contract rights, chattel paper, documents, instruments, general intangibles and other rights and obligations of any kind and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such Grantor’s Chattel Paperaccounts, contract rights, chattel paper, documents, instruments, general intangibles or other obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, general intangibles and other obligations being the "ACCOUNTS", and any and all such security agreements, leases and other contracts being the "RELATED CONTRACTS"); (d) the agreements listed in Schedule I annexed hereto, as each such agreement may be amended, supplemented or otherwise modified from time to time (said agreements, as so amended, supplemented or otherwise modified, being referred to herein individually as an "ASSIGNED AGREEMENT" and collectively as the "ASSIGNED AGREEMENTS"), including without limitation (i) all rights of such Grantor’s Deposit AccountsGrantor to receive moneys due or to become due under or pursuant to the Assigned Agreements, (ii) all rights of Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) all claims of Grantor for damages arising out of any breach of or default under the Assigned Agreements, and (iv) all rights of Grantor to terminate, amend, supplement, modify or exercise rights or options under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (e) all of such Grantor’s Equipment and fixturesdeposit accounts, including without limitation all deposit accounts maintained with Collateral Agent; (f) all trademarks, tradenames, tradesecrets, business names, patents, patent applications, licenses, copyrights, registrations and franchise rights, and all goodwill associated with any of such Grantor’s General Intangiblesthe foregoing; (g) to the extent not included in any other paragraph of this Section 1, all of such Grantor’s Inventoryother general intangibles (including without limitation tax refunds, rights to payment or performance, choses in action and judgments taken on any rights or claims included in the Collateral); (h) all of such Grantor’s Investment Related Propertyplant fixtures, business fixtures and other fixtures and storage and office facilities, and all accessions thereto and products thereof; (i) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of such Grantor’s Negotiable Collateral;the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (j) all proceeds, products, rents and profits of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of from any Secured Party; (m) and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”)Collateral. Without limiting the generality For purposes of the foregoingthis Agreement, the term “Proceeds” "PROCEEDS" includes whatever is receivable or received when Investment Related Property Collateral or proceeds are sold, exchanged, collected, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to the Agent for its benefit and the ratable benefit of each Secured Party of the Lender Parties, and hereby grants to the Agent for its benefit and the ratable benefit of each of the Lender Parties a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in in, to and to under the followingfollowing property, whether now owned or hereafter existing or acquired or arising and wherever located:(the "COLLATERAL"): (a) all equipment in all of its forms of such Grantor’s Accounts, wherever located, including Rolling Stock (but excluding all motor vehicles, trucks and trailers), and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor (any and all of the foregoing being the "EQUIPMENT"); (b) all inventory in all of its forms of such Grantor’s Books, wherever located, including (i) all merchandise, goods and other personal property which are held for sale or lease, all raw materials and work in process therefor (including, without limitation, tobacco and tobacco related products), finished goods thereof, and materials used or consumed in the manufacture or production thereof, (ii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which such Grantor has an interest or right as consignee), and (iii) all goods which are returned to or repossessed by such Grantor, and all accessions thereto, products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the "INVENTORY"); (c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles of such Grantor’s Chattel Paper, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of such Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles being the "RECEIVABLES", and any and all such security agreements, guaranties, leases and other contracts being the "RELATED CONTRACTS"); (d) all Intellectual Property Collateral of such Grantor’s Deposit Accounts; (e) all books, records, writings, data bases, information and other property of such Grantor’s Equipment and fixtureseach Grantor relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to any of the foregoing in this SECTION 2.1; (f) all of such Grantor’s General Intangibles;'s other property and rights of every kind and description and interests therein; and (g) all products, offspring, rents, issues, profits, returns, income and proceeds of and from any and all of the foregoing Collateral (including proceeds which constitute property of the types described in CLAUSES (A), (B), (C), (D), (E) and (F) above, proceeds deposited from time to time in the Collateral Account and in any lockboxes of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, all payments under insurance (whether or not the Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each The Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party the Purchaser, and hereby grants to the Purchaser a separate, continuing security interest (eachin, a “Security Interest” and, collectively, all of the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:(the "COLLATERAL"): (a) all equipment in all of its forms, wherever located, now or hereafter existing, all fixtures and all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, fixtures, parts and accessions being the "EQUIPMENT"); (b) all inventory in all of its forms, wherever located, now or hereafter existing (including, but not limited to, (i) all raw materials and work in process therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof, (ii) goods in which the Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which the Grantor has an interest or right as consignee), and (iii) goods which are returned to or repossessed by the Grantor), 18 and all accessions thereto and products thereof and documents therefor (any and all such Grantor’s Booksinventory, accessions, products and documents being the "INVENTORY"); (c) all accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles and other obligations of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights now or hereafter existing in and to all security agreements, leases, and other contracts securing or otherwise relating to any such Grantor’s Chattel Paper;accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles or obligations (any and all such accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles and obligations being the "Receivables", and any and all such leases, security agreements and other contracts being the "Related Contracts"); and (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control proceeds of any Secured Party; (m) and all of the foregoing Collateral (including, without limitation, proceeds and products, whether tangible or intangible, of any which constitute property of the foregoing, including proceeds types described in clauses (a) - (c) of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, this Section 1) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Purchaser is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral and (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyii) cash.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit AccountsCommercial Tort Claims; (e) all of such Grantor’s Equipment and fixturesDeposit Accounts; (f) all of such Grantor’s Equipment; (g) all of such Grantor’s Farm Products; (h) all of such Grantor’s Fixtures; (i) all of such Grantor’s General Intangibles; (gj) all of such Grantor’s Inventory; (hk) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes); (n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (o) all of such Grantor’s Securities Accounts; (p) all of such Grantor’s Supporting Obligations; (q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and (mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iii) any 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, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Agent, for the benefit of the Lender Group and the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s interest with respect to any Deposit AccountsAccount; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s interest with respect to any Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured Partyother member of the Lender Group; (m) all of the proceeds (as that term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, whatever is collected on, or distributed on account of any of the foregoing, any and all rights arising out of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, claims arising out of the loss, non-conformity, or interference with the use of, defects, or infringement of rights in, or damage to, any of the foregoing, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, insurance, or guaranty payable by reason of loss or non-conformity of, defects or infringement of rights in, or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC, solely to the extent that (y) such Stock represents more than 65% of the outstanding voting Stock of such CFC, and (z) hypothecating more than 65% of the total outstanding voting Stock of such CFC would result in adverse tax consequences; (ii) the Stock of Quest Software Public Sector; (iii) any intent-to-use US trademark application for which an amendment to allege use or statement of use has not been filed and accepted by the US Patent and Trademark Office and that would otherwise be deemed invalidated, cancelled or abandoned due to the grant of a Lien thereon (provided that each intent-to-use application shall be considered Collateral immediately and automatically upon such filing and acceptance); or (iv) any rights or interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license agreement and such prohibition has not been waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been obtained (provided, that, the foregoing exclusions of this clause (iv) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, OR 9-409 of the Code or other applicable law, (B) to limit, impair, or otherwise affect the Lender Group’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, or Stock, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest of lien notwithstanding the prohibition).

Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit AccountsCommercial Tort Claims; (e) all of such Grantor’s Equipment and fixturesDeposit Accounts; (f) [reserved]; (g) all of such Grantor’s Farm Products; (h) [reserved]; (i) all of such Grantor’s General Intangibles; (gj) all of such Grantor’s Inventory; (hk) all of such Grantor’s Investment Related Property; (il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (m) all of such Grantor’s Negotiable Collateral; (jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts; (lp) all of such Grantor’s Supporting Obligations; (q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and (mr) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) Equipment, (ii) Fixtures, (iii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that (A) the foregoing exclusions of this clause (iii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clause (iii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, or license agreement, or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, or license agreement), (iv) Equity Interests in any Person other than wholly owned Subsidiaries to the extent and for so long as not permitted by the terms of such Person’s organizational or joint venture documents, or (v) any 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; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent to use trademark application shall be considered Collateral (clauses (i) – (v), collectively, the “Excluded Property”); provided, however, the term “Collateral” shall include any proceeds, products, substitutions or replacements of the Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property).

Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Collateral Agent, assignsfor the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and pledges interest in and to the following property, in each case, as to each Secured Party a separatetype of property described below, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located (collectively, the “Personal Property Collateral”): (a) all Accounts; (b) all cash and Cash Equivalents; (c) all Chattel Paper; (d) all Commercial Tort Claims (including, without limitation, the Commercial Tort Claims set forth on Schedule III hereto); (e) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) all Farm Products; (i) all Fixtures; (j) all General Intangibles; (k) all Goods; (l) all Instruments; (m) all Inventory; (n) all Letter-of-Credit Rights; (o) the following (the “Security Collateral”): (i) all indebtedness evidenced by promissory notes or other instruments from time to time owed to such Grantor (the “Pledged Debt”), and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt; (ii) all Equity Interests from time to time acquired, owned or held by such Grantor in any manner (the “Pledged Equity”), including, without limitation, the Equity Interests held by each Grantor set forth opposite such Grantor’s right, titlename on and otherwise described on Schedule II, and interest the certificates, if any, representing such additional shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in and to the following, whether now owned respect of or hereafter acquired in exchange for any or arising and wherever located: (a) all of such shares or other Equity Interests and all subscription warrants, rights or options issued thereon or with respect thereto; provided that no Grantor shall be required to pledge, and the terms “Pledged Equity” and “Security Collateral” used in this Agreement shall not include, any Equity Interests in any Foreign Subsidiary acquired, owned or otherwise held by such Grantor which, when aggregated with all of the other shares of stock in such Foreign Subsidiary pledged by the Grantors, would result in more than 65% of the shares of stock in such Foreign Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956 2(c)(2) promulgated under the Code) (the “Voting Foreign Stock”) being pledged to the Collateral Agent, on behalf of the Secured Parties under this Agreement; provided further that all of the shares of stock or units or other Equity Interests in such Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the “Non-Voting Foreign Stock”) shall be pledged by such Grantor’s Accounts; and (iii) all other Investment Property and all Financial Assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all subscription warrants, rights or options issued thereon or with respect thereto; (bp) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements, in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including, without limitation, all rights of such Grantor’s BooksGrantor to receive moneys due and to become due under or pursuant to the Assigned Agreements; (cq) all of such Grantor’s Chattel Paper; the following (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property;collectively, the “Intellectual Property Collateral”): (i) all of such Grantor’s Negotiable Collateralpatents, patent applications, utility models and statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto (“Patents”); (jii) 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 (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 Grantor’s rights intent-to-use trademark applications under applicable federal law), together, in respect of Supporting Obligationseach case, with the goodwill symbolized thereby (“Trademarks”); (kiii) all copyrights whether registered or unregistered (“Copyrights”), including, without limitation, copyrights in (A) all recordings of such Grantor’s Commercial Tort Claimssound, whether or not coupled with a visual image, by any method or format and on any substance or material, whether now or hereafter known, which is used or useful in the recording, production and/or manufacture of records or for any other exploitation of sound (“Recorded Music Copyrights”), (B) all music compositions or medleys consisting of words and music, or any dramatic material and bridging passages, whether in form of instrumental and/or vocal music, prose or otherwise, irrespective of length (“Publishing Copyrights”) and (C) Computer Software, internet web sites and the content thereof; (liv) all of such Grantor’s moneycomputer software, cashprograms and databases (including, cash equivalentswithout limitation, or other assets of each such Grantor that now or hereafter come into the possessionsource code, custodyobject code and all related applications and data files), or control firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any Secured Partyof the foregoing (“Computer Software”); (mv) all confidential and proprietary information, including, without limitation, confidential and proprietary know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “Trade Secrets”), and all other intellectual, industrial and intangible property of the proceeds any type, including, without limitation, industrial designs and products, whether tangible or intangible, of mask works; (vi) all registrations and applications for registration for any of the foregoing, including proceeds together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof; (vii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of insurance any kind whatsoever of such Grantor accruing thereunder or Commercial Tort Claims covering or pertaining thereto; (viii) all agreements, permits, consents, orders and franchises relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchangedevelopment, collection, use or other disposition disclosure of any of the foregoingforegoing to which such Grantor, the proceeds of now or hereafter, is a party or a beneficiary (“IP Agreements”); and (ix) any award in condemnation 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 xxx for and collect, or otherwise recover, such damages; (r) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Collateral; (s) all other tangible and intangible personal property of whatever nature whether or refundsnot covered by Article 9 of the UCC; and (t) all Proceeds of, whether for taxes collateral for, income, royalties and other payments now or otherwisehereafter due and payable with respect to, and all proceeds of Supporting Obligations relating to, any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, Collateral and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles the perfection of a security interest in which is excluded from the UCC in the relevant jurisdiction, (B) any Letter-of-Credit Rights to the extent any Grantor is required by applicable law to apply the Proceeds of such Letter-of-Credit Rights for a specified purpose or (C) any General Intangible, Investment Property or other rights of a Grantor arising under any contract, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty); provided further that the limitation set forth in clause (C) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by the UCC. Each Grantor shall, if requested to do so by the Collateral Agent, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Collateral Agent reasonably determines to be material. Notwithstanding anything else contained in this Agreement, in the event that Rule 3-16 of Regulation S-X under the United States Securities Act of 1933 would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Affiliate of the Company due to the fact that a security interest in such Affiliate’s Equity Interests has been granted hereunder as security for the payment or performance, as the case may be, of any Additional Secured Obligations (the “ProceedsRule 3-16 Additional Secured Obligations”), then, solely to the extent securing such Rule 3-16 Additional Secured Obligations, the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall be deemed not to secure, or to constitute “Collateral” with respect to, such Rule 3-16 Additional Secured Obligations, in any event solely to the extent necessary and only for so long as required to cause the Company and its Affiliates to not be subject to such requirement. Without limiting In such event, this Agreement may be amended or modified, without the generality consent of any Additional Secured Party, to the extent necessary to release the Lien granted hereunder in favor of the foregoing, Collateral Agent on the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time Rule 3-16 Excluded Collateral solely with respect to the Rule 3-16 Additional Secured Obligations. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Rule 3-16 Excluded Collateral to secure the Additional Secured Obligations in excess of the Investment Related Propertyamount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements for such Affiliate of the Company, then the Equity Interest of such Affiliate will automatically be deemed to be a part of the Collateral for the relevant Additional Secured Obligations to the extent otherwise required by this Agreement. For avoidance of doubt, nothing in this paragraph shall prevent or limit any pledge of Equity Interests or any other securities hereunder from securing the Notes Obligations at all times. In the event of any conflict or inconsistency between the grant of security provided in this Section 2.01 and the provisions of any Intellectual Property Security Agreements, the provisions of this Section 2.01 shall control.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit AccountsCommercial Tort Claims; (e) all of such Grantor’s Equipment and fixturesDeposit Accounts; (f) all of such Grantor’s Equipment; (g) all of such Grantor’s Farm Products; (h) all of such Grantor’s Fixtures; (i) all of such Grantor’s General Intangibles; (gj) all of such Grantor’s Inventory; (hk) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes); (n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (o) all of such Grantor’s Securities Accounts; (p) all of such Grantor’s Supporting Obligations; (q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and (mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) Investment Property or General Intangibles constituting the voting Equity Interests of a Grantor in or to any Foreign Joint Venture or any Foreign Subsidiary, except solely to the extent that such Equity Interests represent less than 66 2/3% of the outstanding voting Equity Interests of ARC Canada; (ii) any property subject to any negative pledge clauses or other restrictions on assignment pursuant to Capital Leases, Synthetic Lease Obligations or documentation regarding Purchase Money Indebtedness or other purchase money security interests or other property as contemplated under clause (e)(iii) of the definition of Permitted Indebtedness in the Credit Agreement, if the Liens granted pursuant to such Capital Leases, Synthetic Lease Obligations or documentation regarding Purchase Money Indebtedness or other purchase money security interests or documentation are Permitted Liens and the Indebtedness incurred thereunder is permitted to be incurred under Section 6.1 of the Credit Agreement (provided that such property shall be considered Collateral immediately and automatically when such property is not subject to such documentation); (iii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein would result in the abandonment, invalidation, unlawfulness or unenforceability of any right or interest of any Grantor therein or is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (iii) any 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, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iv) any fee or leasehold interests in Real Property prior to Agent’s request for a Mortgage following the occurrence of an Event of Default; or (v) any motor vehicles.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real PropertyProperty and Excluded Collateral (as defined below)) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party; (m) ; and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, pledges, hypothecates, charges, delivers and pledges transfers to the Administrative Agent, for its benefit and the ratable benefit of each of the Current Assets Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, titleParties, and interest in and hereby grants to the followingAdministrative Agent, whether now owned or hereafter acquired or arising and wherever located:for (a) all inventory in all of its forms of such Grantor’s Accounts, wherever located, including (i) all raw materials and work in process therefor, finished goods thereof and materials used or consumed in the manufacture or production thereof, (ii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which such Grantor has an interest or right as consignee), and (iii) all goods which are returned to or repossessed by such Grantor, and all accessions thereto, products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the "Inventory"); (b) all accounts, contracts (including, but not limited to, all service contracts, supply contracts and marketing agreements (all such service contracts, supply contracts and marketing agreements, collectively, the "Material Contracts")), contract rights, chattel paper, documents, instruments, general intangibles, including Tax refunds, of such Grantor’s Books, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of such Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, documents, instruments and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, warehouse receipts, bills of lading, Material Contracts and general intangibles being the "Receivables", and any and all such security agreements, guaranties, leases and other contracts being the "Related Contracts"); (c) in furtherance of, and not in limitation of, clause (b), all Material Contracts, together with (i) all rights of such Grantor to receive monies due and to become due under or pursuant to each Material Contract, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty, guaranty or collateral security with respect to each Material Contract, (iii) all claims of such Grantor for damages arising out of or for breach or default under each Material Contract, (iv) all rights of such Grantor to terminate a Material Contract, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (v) to the extent not included in the foregoing, all proceeds of any and all of such Grantor’s Chattel Paperthe foregoing; (d) all Intellectual Property Collateral of such Grantor’s Deposit Accounts; (e) the Collateral Account and each Lockbox (including all of such Grantor’s Equipment deposits and fixturesinvestments therein and all earnings thereon); (f) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s General Intangiblesthe foregoing in this Section 2.1; (g) all of Intercompany Notes in which such Grantor’s InventoryGrantor has an interest (including each Intercompany Note described in Schedule V hereto); (h) all of interest and other payments and rights with respect to each Intercompany Note in which such Grantor’s Investment Related PropertyGrantor has an interest; (i) all of such Grantor’s Negotiable Collateral;'s other property and rights of every kind and description and interests therein; and (j) all products, offspring, rents, issues, profits, returns, income and proceeds of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of and from any Secured Party; (m) and all of the foregoing Collateral (including proceeds and products, whether tangible or intangible, of any which constitute property of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award types described in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredclauses (a) through (i), and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof) or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Collateral Agent, and pledges hereby grants to each Secured Party Collateral Agent a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing or arising in which Grantor now has or hereafter acquires an interest and wherever located:the same may be located (the "COLLATERAL"): (a) all equipment in all of its forms, all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, parts and accessions being the "EQUIPMENT"); (b) all inventory in all of its forms (including, but not limited to, (i) all goods held by Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in Grantor’s Books's business, (iii) all goods in which Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by Grantor) and all accessions thereto and products thereof (all such inventory, accessions and products being the "INVENTORY") and all negotiable documents of title (including without limitation warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a "NEGOTIABLE DOCUMENT OF TITLE"); (c) all accounts, contract rights, chattel paper, documents, instruments, general intangibles and other rights and obligations of any kind and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such Grantor’s Chattel Paperaccounts, contract rights, chattel paper, documents, instruments, general intangibles or other obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, general intangibles and other obligations being the "ACCOUNTS", and any and all such security agreements, leases and other contracts being the "RELATED CONTRACTS"); (d) the agreements listed in Schedule I annexed hereto, as each such agreement may be amended, supplemented or otherwise modified from time to time (said agreements, as so amended, supplemented or otherwise modified, being referred to herein individually as an "ASSIGNED AGREEMENT" and collectively as the "ASSIGNED AGREEMENTS"), including without limitation (i) all rights of such Grantor’s Deposit AccountsGrantor to receive moneys due or to become due under or pursuant to the Assigned Agreements, (ii) all rights of Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) all claims of Grantor for damages arising out of any breach of or default under the Assigned Agreements, and (iv) all rights of Grantor to terminate, amend, supplement, modify or exercise rights or options under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (e) all of such Grantor’s Equipment and fixturesdeposit accounts, including without limitation all deposit accounts maintained with Collateral Agent; (f) all trademarks, tradenames, tradesecrets, business names, patents, patent applications, licenses, copyrights, registrations and franchise rights, and all goodwill associated with any of such Grantor’s General Intangiblesthe foregoing; (g) to the extent not included in any other paragraph of this Section 1, all of such Grantor’s Inventoryother general intangibles (including without limitation tax refunds, rights to payment or performance, choses in action and judgments taken on any rights or claims included in the Collateral); (h) all of such Grantor’s Investment Related Propertyplant fixtures, business fixtures and other fixtures and storage and office facilities, and all accessions thereto and products thereof; (i) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of such Grantor’s Negotiable Collateral;the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (j) all proceeds, products, rents and profits of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of from any Secured Party; (m) and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”)Collateral. Without limiting the generality For purposes of the foregoingthis Agreement, the term “Proceeds” "PROCEEDS" includes whatever is receivable or received when Investment Related Property Collateral or proceeds are sold, exchanged, collected, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, . The foregoing assignment and includes proceeds grant of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with a security interest (i) confirms the original assignment and grant of a first priority security interest made in the Existing Subsidiary Security Agreement in respect to any of the Investment Related PropertyCollateral as security for the "Secured Obligations" (as defined in the Existing Subsidiary Security Agreement) and continues in all respects such original assignment and grant without in any way causing any interruption in continuity from such original assignment and grant and (ii) extends such assignment and grant of a first priority security interest in respect of the Collateral to secure all other Secured Obligations as defined herein.

Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns and transfers to the Administrative Agent, and pledges hereby grants to each the Administrative Agent, for the ratable benefit of the Secured Party Parties, a separate, continuing security interest (eachin, a “Security Interest” and, collectively, all of the “Security Interests”) in all assets of such Grantor (other than Real Property) whether following property now owned or at any time hereafter acquired by such Grantor or arising and wherever located in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), includingas collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, without limitation, by acceleration or otherwise) of such Grantor’s rightObligations: (a) all Securities and all options and warrants to purchase Securities (and all certificates, titleCertificated Securities, Chattel Paper or Instruments evidencing such Securities); (b) all Pledged Accounts; including any and interest all assets of whatever type or kind deposited in and to the followingany such Pledged Account, whether now owned or hereafter acquired acquired, existing or arising (including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments or interests therein of any type or nature deposited or required by the Credit Agreement or any other Loan Document to be deposited in such Pledged Account, and wherever located: all investments and all certificates and other instruments (aincluding depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Grantor’s Accounts; (b) all of such Grantor’s Booksthe foregoing); (c) all of such Grantor’s Chattel Paper;books and records pertaining to the Collateral; and (d) to the extent not otherwise included, all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment Proceeds, Supporting Obligations and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control products of any Secured Party; (m) and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to all Security Entitlements owned by such Grantor in any or and all of the foregoing, and all collateral security and guarantees given by any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest (i) is of more than 66% of the total voting stock of any Excluded Foreign Subsidiary, (ii) is of a general partner interest held by a Grantor in a Colony Fund, (iii) is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (iv) in the case of any Collateral constituting a Security of any Pledged Affiliate, is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any rebates contract, license, agreement, instrument or refunds, whether for taxes other document evidencing or otherwise, and all proceeds giving rise to such property or any material agreement of any such proceeds, Pledged AffiliateIssuer (or any portion thereof Investment Asset Issuer or Affiliated Investor in which such Pledged AffiliateIssuer owns a direct or indirect equity interest) prohibiting a grant of such security interest thereinin such Security, and the proceeds thereofincluding, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise includedwithout limitation, any indemnity, warranty, applicable shareholder or guaranty payable by reason of loss or damage to, or otherwise with respect to similar agreement (other than any of the foregoing issued by a Grantor) or any agreements relating to Indebtedness permitted pursuant to the Credit Agreement that are either applicable to such Pledged AffiliateIssuer, any Investment Asset held directly or indirectly by such Pledged AffiliateIssuer or to any Investment Asset Issuer or any Affiliated Investor in which such Pledged AffiliateIssuer owns a direct or indirect equity interest, in each case with respect to clauses (iii) and (iv) of this paragraph, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requirement of such consent is ineffective under applicable law (the property excluded from Collateral pursuant to this paragraph, the “ProceedsExcluded Collateral”). Without limiting Notwithstanding anything to the generality of the foregoingcontrary set forth in this Agreement, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are soldrepresentations, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, warranties and includes proceeds of any indemnity or guaranty payable covenants set forth herein applicable to any Grantor or any Secured Party from time Collateral shall not apply to time with respect to any of the Investment Related PropertyExcluded Collateral.

Grant of Security. Each Grantor To induce Bank to accept this Agreement and to make loans and provide other financial accommodations to Borrowers from time to time pursuant to its terms, each Borrower hereby unconditionally grantsgrants to Bank for itself and as agent for any Affiliate of Bank a security interest in, and assigns, mortgages and pledges to each Secured Party a separateBank for itself and as agent for any Affiliate of Bank, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s Borrower's right, title, title and interest in and to the followingfollowing property, whether now owned or hereafter acquired by such Borrower and whether now existing or arising and wherever locatedhereafter arising: (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateralaccounts, instruments, contract rights, chattel paper, documents and general intangibles, and goods represented by accounts and that are returned (collectively, "RECEIVABLES"); (jii) all inventory, including all raw materials, work in process, and finished goods of such Grantor’s every kind or character, wherever located (collectively, "INVENTORY"); (iii) all machinery, apparatus, equipment, motor vehicles, tractors, trailers, rolling stock, fittings, fixtures and other tangible personal property of every kind and description together with all parts, accessories and special tools and all increases and accessions thereto and substitutions and replacements therefor (collectively, "EQUIPMENT"); (iv) all contract rights, whether or not earned by performance, all choses in action, all licenses, all rights in respect of Supporting Obligations; (k) Receivables and Inventory including the right to stop goods in transit or to replevy or to reclaim such goods, all patents, trademarks, tradenames, copyrights and applications for any thereof or rights to xxx on account of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, infringement or other assets of each such Grantor that now or hereafter come into the possession, custody, or control violation of any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss ofother intangible personal property, damage toincluding tax refund claims; (v) all documents, or destruction of the above, whether insured or not insured, and, books and records relating to the extent not otherwise includedcollateral described above; (vi) all investment property, securities and securities accounts, financial assets, and all other accounts of Borrower in which financial assets are held or maintained including without limitation all accounts with any indemnitysecurities intermediary, warrantystock broker, brokerage firm, investment firm, mutual fund, money market account, bank or guaranty other entity, and all deposit accounts; (vii) all insurance policies and proceeds thereof payable by reason of loss or damage to, or otherwise with respect to any collateral; (viii) all other property of Borrower now or hereafter in the possession or control of Bank or any of Bank's Affiliates; and (ix) all products and proceeds, cash and non-cash, of any and all of the foregoing (the “Proceeds”). Without limiting the generality all of the foregoing, property listed in clauses (i) through (ix) is collectively referred to herein as the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property"COLLATERAL").

Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to the Collateral Agent, for the benefit of each Secured Party Party, to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts (other than the Excluded Deposit Accounts); (e) all of such Grantor’s Equipment and fixturesFixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalentsEligible Cash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Collateral Agent (or its agent or designee) or any Secured Party;; and (m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party the Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” (and any references thereto or to any assets comprising the “Collateral” (including the use of defined terms hereunder)) shall not include: (i) any of the outstanding Stock of any CFC held by a Grantor in excess of 65% of the voting power of all classes of Stock of such CFC entitled to vote; (ii) any contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor to which any Grantor is a party or any of its rights or interest in any contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor if the grant of a security interest or Lien therein shall constitute or would result in (a) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein, or (b) a breach or termination pursuant to the terms of, or a default under, any such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor (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 Uniform Commercial Code of any applicable jurisdiction (or any successor provision or provisions) or any other applicable law; 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 contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor that does not result in any of the consequences specified in clauses (a) or (b) above; provided, further, that such security interest shall attach to the right to receive the payment of money (including, without limitation, Accounts and General Intangibles) or any other rights referred to in certain sections of the Uniform Commercial Code of any applicable jurisdiction (or any successor provision or provisions) and to the proceeds of any such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor (unless such proceeds would otherwise be excluded pursuant to clauses (a) or (b) above); (iii) any property for which attaching a security interest would result in the forfeiture of the Grantor’s rights over the property, including intent-to-use application for trademark or service xxxx registration prior to the filing and acceptance by the 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, 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 or service xxxx applicable under applicable federal law; (iv) any Intellectual Property that is protectable, registered or applied for solely under the laws of jurisdictions outside the United States and any other assets located outside the United States, to the extent a Lien on such assets cannot be perfected by the filing of a UCC financing statement in the jurisdiction of organization of the applicable Grantor, (v) Excluded Deposit Accounts, (vi) any asset securing Capital Lease Obligations permitted under the Indenture or Purchase Money Debt, in each case, to the extent the grant of a security interest or Lien thereon to the Collateral Agent is prohibited by the terms of such Indebtedness, (vii) any real property owned in fee having a fair market value of $3.0 million or less and any leased real property, (viii) any property or assets to the extent that any law applicable thereto prohibits the creation of a security interest therein or would require a consent not obtained of any Governmental Authority, (ix) any Stock in Persons that are not wholly-owned Subsidiaries of the Parent that are subject to an enforceable negative pledge provision, (x) the Liberty Mutual Account and the Preferred Payment Escrow Account and (xi) assets subject to Liens permitted pursuant to clause (o) of the definition of Permitted Liens in the ABL Credit Agreement as in effect on the date hereof and clause (xx) of the definition of Permitted Liens in the Indenture, in each case, to the extent the grant of a security interest or Lien thereon to the Collateral Agent is prohibited by the terms thereof and the value of assets securing such Lien pursuant to clause (xx) of the definition of Permitted Liens in the Indenture shall not exceed $15 million or such greater amount permitted by such clause (xx) if such clause (xx) is amended after the date hereof to permit a greater amount of Indebtedness (collectively, the “Excluded Collateral”). In addition, to the extent necessary and for so long as required for a Grantor not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the Securities and Exchange Commission (or any other governmental agency), the Capital Interests and other securities of such Grantor shall not be included in the Collateral and shall not be subject to the Liens securing such Notes, the Note Guarantees and/or any Permitted Additional Pari Passu Obligations. In the event that Rule 3-16 of Regulation S-X under the Securities Act permits or is amended, modified or interpreted by the Securities and Exchange Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Grantor’s Capital Interests and other securities to secure the Notes, the Note Guarantees and the Permitted Additional Pari Passu Obligations in excess of the amount then pledged without the filing with the Securities and Exchange Commission (or any other governmental agency) of separate financial statements of such Grantor, then the Capital Interests and other securities of such Grantor will automatically be deemed to be a part of the Collateral (unless constituting Excluded Collateral) but only to the extent necessary to not be subject to any such financial statement requirement.

Grant of Security. (a) Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party the Collateral Agent, for the benefit of the Credit Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in and to all of the followingfollowing property, in each case whether now owned or existing or hereafter acquired acquired, possessed or arising and arising, whether tangible or intangible, wherever located:located (all of which collectively shall hereinafter be referred to as the “Collateral”): (ai) all of such Grantor’s Accounts; (bii) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (diii) all of such Grantor’s money, Cash Equivalents and all Deposit Accounts; (e) , together with all of amounts on deposit from time to time in such Grantor’s Equipment Deposit Accounts, including the Lockbox Account and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalentsthe Reserve Accounts, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured other Credit Party; (miv) all Documents; (v) all General Intangibles, including Payment Intangibles and all Intellectual Property and Licenses; (vi) all Goods, including Inventory, Equipment, Farm Products and Fixtures; (vii) all Instruments and Negotiable Collateral (including all of such Grantor’s Pledged Debt); (viii) all Investment Property, including Securities Collateral and any Pledged Equity (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (ix) all Letter-of-Credit Rights and other Supporting Obligations; (x) all Records; (xi) all Commercial Tort Claims, including those set forth on Schedule 1 annexed hereto; (xii) all books and records relating to any of the foregoing; and (xiii) all proceeds (as defined in the UCC) and Accessions with respect to any of the foregoing Collateral including products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. 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), it being the intention of Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets. (b) Notwithstanding anything herein to the contrary, (i) in no event shall the Collateral include (nor shall any defined term used therein include), and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s rights or interests in any Excluded Property and (ii) the Grantors shall not be required to take any action intended to cause Excluded Property to constitute Collateral.

Grant of Security. Each Grantor (other than Holdings) hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit AccountsCommercial Tort Claims, including, without limitation, those described on Schedule 1; (e) all of such Grantor’s Equipment and fixturesDeposit Accounts; (f) all of such Grantor’s Equipment; (g) all of such Grantor’s Farm Products; (h) all of such Grantor’s Fixtures; (i) all of such Grantor’s General Intangibles; (gj) all of such Grantor’s Inventory; (hk) all of such Grantor’s Investment Related Property; (il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (m) all of such Grantor’s Negotiable Collateral; (jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts; (lp) all of such Grantor’s Supporting Obligations; (q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and (mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Holdings hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing Security Interest in all of such Grantor’s right, title, and interest in and to the Pledged Collateral.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property, tangible or intangible, of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Grantor, Secured Party or an Investor from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Administrative Agent, assignsfor the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and pledges interest in and to the following, other than Excluded Property (as hereinafter defined), in each case, as to each Secured Party a separatetype of property described below, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalents; (c) all Chattel Paper; (d) all Commercial Tort Claims set forth on Schedule IV hereto or for which notice is provided pursuant to Section 5(b) below; (e) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) Subject to Section 23 hereof, all Fixtures; (i) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Inventory; (m) all Letter-of-Credit Rights; (n) the following (the “Security Collateral”): (i) all indebtedness from time to time owed to such Grantor (the “Pledged Debt”), and the instruments and promissory notes, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt; (ii) all Equity Interests from time to time acquired, owned or held by such Grantor in any manner, including, without limitation, the Equity Interests owned or held by each Grantor set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement) (all such Equity Interests, being the “Pledged Interests”), and the certificates, if any, representing such additional shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all warrants, rights or options issued thereon or with respect thereto; provided that such Grantor shall not be required to pledge, and the terms “Pledged Interests” and “Security Collateral” used in this Agreement shall not include any Equity Interests in any Foreign Subsidiary (or any Domestic Subsidiary if substantially all of its assets consist of Equity Interests of one or more Foreign Subsidiaries) acquired, owned or otherwise held by such Grantor which, when aggregated with all of the other shares of stock in such Subsidiary pledged by such Grantor, would result in more than 65% of the shares of stock in such Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the “Voting Foreign Stock”) being pledged to the Administrative Agent, on behalf of the Secured Parties under this Agreement; provided, further, that all of the shares of stock or units or other Equity Interests in such Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the “Non-Voting Foreign Stock”) shall be pledged by such Grantor; and (iii) all Investment Property and all Financial Assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all warrants, rights or options issued thereon or with respect thereto; (o) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including, without limitation, all rights of such Grantor’s right, title, and interest in Grantor to receive moneys due and to become due under or pursuant to the followingAssigned Agreements, whether now owned or hereafter acquired or arising and wherever located: (a) all of such Grantor’s AccountsCollateral being the “Agreement Collateral”); (bp) all of such Grantor’s Books; the following (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property;collectively, the “Intellectual Property Collateral”): (i) all of such Grantor’s Negotiable Collateralpatents, patent applications, utility models, statutory invention registrations and all inventions claimed or disclosed therein and all improvements thereto (“Patents”); (jii) 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 (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 Grantor’s rights intent-to-use trademark applications under applicable federal law), together, in respect of Supporting Obligationseach case, with the goodwill symbolized thereby (“Trademarks”); (kiii) all of such Grantor’s Commercial Tort Claimscopyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“Copyrights”); (liv) all of such Grantor’s moneycomputer software, cashprograms and databases (including, cash equivalentswithout limitation, or other assets of each such Grantor that now or hereafter come into the possessionsource code, custodyobject code and all related applications and data files), or control firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any Secured Partyof the foregoing (“Computer Software”); (mv) all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “Trade Secrets”), and all other intellectual, industrial and intangible property of the proceeds any type, including, without limitation, industrial designs and products, whether tangible or intangible, of mask works; (vi) all registrations and applications for registration for any of the foregoing, including proceeds including, without limitation, those registrations and applications for registration set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by supplements to this Agreement, each such supplement being substantially in the form of insurance or Commercial Tort Claims covering or relating Exhibit C hereto (an “IP Security Agreement Supplement”) executed by such Grantor to any or the Administrative Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof; (vii) all tangible embodiments of the foregoing, and any all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all Accountsother rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (viii) all agreements, Bookspermits, Chattel Paperconsents, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from orders and franchises relating to the sale, lease, license, exchangedevelopment, collection, use or other disposition disclosure of any of the foregoingforegoing to which such Grantor, the proceeds of now or hereafter, is a party or a beneficiary (“IP Agreements”); and (ix) any award in condemnation 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 xxx for and collect, or otherwise recover, such damages; (q) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Collateral; (r) and all other tangible and intangible personal property of whatever nature whether or refundsnot covered by Article 9 of the UCC; and (s) all proceeds of, whether for taxes collateral for, income, royalties and other payments now or otherwisehereafter due and payable with respect to, and Supporting Obligations relating to, any and all proceeds of any such the Collateral (including, without limitation, proceeds, or any portion thereof or interest therein, collateral and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction Supporting Obligations that constitute property of the above, whether insured or not insuredtypes described in clauses (a) through (r) of this Section 1), and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral, and cash; provided that notwithstanding anything to the contrary contained in the foregoing clauses (a) through (s), the security interest created by this Agreement shall not extend to, and the terms “Collateral,” “Security Collateral,” “Agreement Collateral,” “Intellectual Property Collateral” and other terms defining the components of the Collateral in the foregoing clauses (a) through (s) shall not include, any of the following (collectively, the “ProceedsExcluded Property”): (i) any Equity Interests issued by an Unrestricted Subsidiary; (ii) any Voting Foreign Stock excluded from the Pledged Interests and Security Collateral pursuant to the proviso to clause (n)(ii) above; (iii) any lease, license or other agreement or any property subject to a purchase money Lien permitted under the Credit 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, agreement, or purchase money arrangement, or create a right of termination in favor of any other party thereto (other than any Grantor). Without limiting , in each case to the generality extent not rendered unenforceable pursuant to applicable provisions of the foregoingUCC or other applicable law, provided, that the Collateral includes proceeds and receivables of any property excluded under this clause (iii), the term “Proceeds” includes whatever assignment of which is receivable expressly deemed effective under the UCC notwithstanding such prohibition; (iv) any Equity Interests in Joint Ventures to the extent that the grant of a security interest therein would require the consent of any Person who owns Equity Interests in such Joint Venture (other than an Affiliate of the Borrower) which consent has not been obtained; (v) any leasehold interests; (vi) any motor vehicles and other assets subject to a certificate of title; (vii) any property of any Grantor, to the extent (A) that any applicable Law or received when Investment Related Property Governmental Authority prohibits the creation of a Lien thereon or (B) the grant of such security interest would result in adverse tax consequences (including as a result of the operation of Section 956 of the Code) as reasonably determined by the Borrower in good faith, and as certified in writing to the Administrative Agent by a Responsible Officer of the Borrower; (viii) any personal property of any Grantor, to the extent that the Administrative Agent and the Borrower reasonably agree that the cost of obtaining a security interest therein would be excessive in relation to the benefit obtained thereby; (ix) Letter of Credit Rights with an individual stated amount, and Commercial Tort Claims with an individual stated amount, in each case, of less than $7,500,000; and (x) prior to the consummation of the Merger, that certain Deposit Account (Account No. 098369-000) in which the proceeds of the issuance of the Senior Notes are soldto be held in escrow by and at Wilmington Trust FSB (in Wilmington Delaware), exchangedand all funds deposited therein; provided, collectedfurther, that notwithstanding anything to the contrary contained in the foregoing clauses (a) through (s), no Grantor shall be required to (x) except with respect to Cash Collateral Accounts, enter into control agreements with respect to, or otherwise disposed ofperfect any security interest by “control” over, whether such disposition is voluntary or involuntarysecurities accounts, deposit accounts, other bank accounts, cash and includes proceeds cash equivalents and accounts related to the clearing, payment processing and similar operations of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time the Borrower and its Restricted Subsidiaries, (y) except with respect to Pledged Interests in Material Foreign Subsidiaries, take any action in any jurisdiction (other than in the United States of America, any state thereof and the District of Columbia) to perfect any security interest in Equity Interests of Foreign Subsidiaries, or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, except to the extent that the same are Equipment or are related to real property covered or intended by the Loan Documents to be covered by a mortgage in favor of the Investment Related PropertyLenders, and (2) Assigned Agreements (collectively, the “Perfection Exceptions”).

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party Agent, for the benefit of the Lender Group and the Bank Product Provider, a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures;; BN 1225970v4 (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Partyother member of the Lender Group; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, Commercial Tort Claims, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grantsgrants to and creates in favour of Agent, assignsfor the benefit of the Secured Parties, and pledges to each secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets present and after acquired personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelyGrantor, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (collectively, the “Collateral”): (a) all accounts, chattel paper, documents of such Grantor’s title, equipment, instruments, inventory, Deposit Accounts, intangibles, Investment Related Property, and any supporting obligations related to any of the foregoing; (b) all of such Grantor’s BooksBooks pertaining to the other property described in this Section 2; (c) all property of such Grantor’s Chattel PaperGrantor held by any Secured Party, including all property of every description, in the custody of or in transit to such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power, including but not limited to cash; (d) all other goods (including but not limited to fixtures) and personal property of such Grantor’s Deposit Accounts;, whether tangible or intangible and wherever located; and (e) to the extent not otherwise included, all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party; (m) all proceeds of the proceeds and productsforegoing, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accountsaccounts, Books, Chattel Paperchattel paper, Deposit Accounts, Equipmentgoods, General Intangibles, Inventoryintangibles, Investment Related Property, Negotiable Collateraldocuments of title, Supporting Obligationsinstruments, money, or other tangible or intangible property money resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, whatever is collected on, or distributed on account of any of the foregoing, any and all rights arising out of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, claims arising out of the loss, non-conformity, or interference with the use of, defects, or infringement of rights in, or damage to, any of the foregoing, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, insurance, or guaranty payable by reason of loss or non-conformity of, defects or infringement of rights in, or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property, ALL PROVIDED THAT, notwithstanding the foregoing or anything contained in this Agreement to the contrary, no Lien or security interest is hereby granted on and the term “Collateral” shall not include: (i) any Excluded Property, provided further that, if and when any property shall cease to be Excluded Property, a Lien on and security interest in such property shall be deemed to be immediately granted therein; (ii) voting Stock of any CFC solely to the extent that (y) such Stock represents more than 65% of the outstanding voting Stock of such CFC, and (z) hypothecating more than 65% of the total outstanding voting Stock of such CFC would result in material adverse tax consequences; (iii) the last day of the term of any lease of real property or agreement therefor, provided further that, upon enforcement of the Security Interest, each Grantor shall stand possessed of such last day in trust or assign the same to any person acquiring such term, (A) provided that the foregoing exclusions from the Lien and Security Interest hereof shall in no way be construed to limit, impair, or otherwise affect the Lender Group’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, or Stock, or (B) apply to the extent that any consent or waiver has been obtained that would permit the security interest or lien notwithstanding the prohibition).

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixturesFixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory;; Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and (m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding the foregoing the term Collateral shall not include (i) any rights or interest in any contract, lease, permit, license, charter or license agreement covering personal property of a Grantor if under the terms of such contract lease, permit, license, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest or lien therein to Agent is prohibited as a matter of law or under the terms of such contract (including where the violation of any such prohibition would result in the termination of the applicable contract), lease, permit, license, charter or license agreement and such prohibition has not been or is not waived or the consent of the other party to such contract, lease, permit license, charter or license agreement has not been or is not otherwise obtained; provided, that, the foregoing exclusion shall in no way be construed (a) to apply if any described prohibition is unenforceable under Section 9-406, 9-407, or 9-408 of the Code or other applicable law, or (b) so as to limit, impair or otherwise affect Agent’s continuing security interests in and liens upon any rights or interests of a Grantor in or to monies due or to become due under any described contract, lease permit, license, charter or license agreement (including any Accounts), or (c) to limit, impair, or otherwise affect Agent’s continuing security interests in and liens upon any rights or interest of a Grantor in and to any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, (ii) voting Stock of any CFC, solely to the extent that (x) such Stock represents more than 65% of the outstanding voting Stock of any such CFC that is a first tier Subsidiary of Parent or other Loan Party or 0% of the outstanding voting Stock of any Subsidiary of such first tier Subsidiary of Parent or other Loan Party, and (y) pledging or hypothecating more than the foregoing amount of the total outstanding voting Stock of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), or (iii) any 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, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Lender to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:, but excluding all Excluded Assets (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s BooksBooks and Records; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixturesFixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Goods and Inventory; (h) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (i) all of such Grantor’s Investment Related Property; (ij) all of such Grantor’s Negotiable Collateral; (jk) all of such Grantor’s rights in respect of Supporting Obligations; (kl) all of such Grantor’s Commercial Tort Claims; (lm) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyLender (or its agent or designee); (n) all choses in action and all other personal property of such Grantor, whether tangible or intangible to the extent not covered by clauses (a) through (m) above; (o) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Goods, Inventory, Investment Related Property, Negotiable Collateral, Records, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Lender from time to time with respect to any of the Investment Related Property; and (p) all other existing and future tangible and intangible assets of such Grantor. For the avoidance of doubt, any property or assets of any Grantor which constitute Excluded Assets are not “Collateral” and are not subject to the terms of this Agreement (other than Section 5 to the extent provided therein); provided that notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall include an Excluded Asset immediately and automatically at such time as the condition causing such asset to be excluded no longer exists and, to the extent severable, any portion of such asset will not be so excluded and such asset shall be subject to the provisions of this Security Agreement.

Grant of Security. (a) Each Grantor hereby unconditionally grants, assigns, and pledges grants to each the Secured Party to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (ai) all of such Grantor’s Accounts; (bii) all of such Grantor’s Books; (ciii) all of such Grantor’s Chattel Paper; (div) all of such Gxxxxxx’s Deposit Accounts and Securities Accounts (including any escrow accounts); (v) all of such Grantor’s Deposit AccountsGoods, Equipment and Fixtures; (e) all of such Grantor’s Equipment and fixtures; (fvi) all of such Grantor’s General Intangibles; (gvii) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (viii) all of such Grantor’s Documents; (ix) all of such Grantor’s Inventory; (hx) all of such GrantorGxxxxxx’s Investment Related Property; (ixi) all of such Grantor’s Negotiable Collateral; (jxii) all of such Grantor’s rights in respect of Supporting Obligations; (kxiii) all of such Grantor’s Commercial Tort Claims; (lxiv) all of such Gxxxxxx’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (xv) all of such Grantor’s money, cash, money or cash equivalents, equivalents or other assets of each such Grantor that now or hereafter come into existence, whether or not in the possession, custody, or control of any the Secured Party (or its agent or designee) or the Secured Party;; and (mxvi) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Collateral Support, Deposit Accounts, Securities Accounts, Equipment, Fixtures, General Intangibles, Goods, Intellectual Property, Intellectual Property Licenses, Inventory, Pledged Interests, Investment Related Property, Negotiable Collateral, Supporting Obligations, Vehicles, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Agent, for the benefit of the Lenders, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:, but excluding all Excluded Assets, the certificate of deposit issued by JPMorgan to Borrower in the amount of $85,000 securing the JPMorgan Credit Card Debt and the Lien of Xxxxxx Express Financial Services Corporation in and to the letter of credit issued by JPMorgan to Xxxxxx Express Financial Services Corporation for the account of Borrower in the amount of $100,000 securing the Xxxxxx Fuel Card Debt (the “Collateral”): (a) all of such Grantor’s 's Accounts; (b) all of such Grantor’s Books's Books and Records; (c) all of such Grantor’s 's Chattel Paper; (d) all of such Grantor’s 's Deposit Accounts; (e) all of such Grantor’s 's Equipment and fixturesFixtures; (f) all of such Grantor’s 's General Intangibles; (g) all of such Grantor’s 's Goods and Inventory; (h) all of such Grantor’s Investment Related Property's Intellectual Property and Intellectual Property Licenses; (i) all of such Grantor’s Negotiable Collateral's Investment Related Property; (j) all of such Grantor’s rights in respect of Supporting Obligations's Negotiable Collateral; (k) all of such Grantor’s Commercial Tort Claims's Supporting Obligations; (l) all of such Grantor’s 's Commercial Tort Claims; (m) all of such Grantor's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured PartyLender (or its agent or designee); (n) all choses in action and all other personal property of such Grantor, whether tangible or intangible to the extent not covered by clauses (a) through (m) above; (o) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Goods, Inventory, Investment Related Property, Negotiable Collateral, Records, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property; and (p) all other existing and future tangible and intangible assets of such Grantor. For the avoidance of doubt, any property or assets of any Grantor which constitute Excluded Assets are not “Collateral” and are not subject to the terms of this Agreement (other than Section 5 to the extent provided therein); provided that notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall include an Excluded Asset immediately and automatically at such time as the condition causing such asset to be excluded no longer exists and, to the extent severable, any portion of such asset will not be so excluded and such asset shall be subject to the provisions of this Agreement.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit AccountsCommercial Tort Claims; (e) all of such Grantor’s Equipment and fixturesDeposit Accounts; (f) all of such Grantor’s Equipment; (g) all of such Grantor’s Farm Products; (h) all of such Grantor’s Fixtures; (i) all of such Grantor’s General Intangibles; (gj) all of such Grantor’s Inventory; (hk) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (m) all of such Grantor’s Negotiable Collateral including all of such Grantor’s Pledged Notes); (n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (o) all of such Grantor’s Securities Accounts; (p) all of such Grantor’s Supporting Obligations; (q) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and (mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) Equity Interests of any Immaterial Subsidiaries, any Excluded Joint Venture, or any other joint venture or similar interest which the Agent deems immaterial after consultation with Borrower; or (ii) voting Equity Interests of any Foreign Subsidiary, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such Foreign Subsidiary; (iii) any property subject to a Lien permitted under the definition of Permitted Purchase Money Indebtedness; or (iv) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s or any other member of the Lender Group’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iv) any 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, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party the Administrative Agent for its benefit and the benefit of the Issuing Bank and the Swing Line Bank and the ratable benefit of the Lenders and the Hedge Banks, and hereby grants to the Administrative Agent for its benefit and the benefit of the Issuing Bank and the Swing Line Bank and the ratable benefit of the Lenders and the Hedge Banks, a separate, continuing security interest (each, a “Security Interest” and, collectively, in the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located following (collectively, the “"Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:"): (a) all of such Grantor’s Accounts's right, title and interest, whether now owned or hereafter acquired, in and to all equipment in all of its forms, wherever located, now or hereafter existing, all fixtures and all parts thereof and all accessions thereto (any and all such equipment, fixtures, parts and accessions being the "Equipment"); (b) all of such Grantor’s Books's right, title and interest, whether now owned or hereafter acquired, in and to all inventory in all of its forms, wherever located, now or hereafter existing (including, but not limited to, (i) all raw materials and work in process therefor, finished goods thereof and materials used or consumed in the manufacture or production thereof, (ii) goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee) and (iii) goods that are returned to or repossessed by such Grantor), and all accessions thereto and products thereof and documents therefor (any and all such inventory, accessions, products and documents being the "Inventory"); (c) all of such Grantor’s Chattel Paper's right, title and interest, whether now owned or hereafter acquired, in and to all accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles and other obligations of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights now or hereafter existing and to the extent assignable without consent in and to all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles or obligations (any and all such accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles and obligations, to the extent not referred to below in clause (d), (e) or (f) below, being the "Receivables", and any and all such leases, security agreements and other contracts being the "Related Contracts"); (d) all of the following (collectively, the "Security Collateral"): (i) the Pledged Shares and the certificates representing the Pledged Shares, and all dividends, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (ii) the Pledged Indebtedness and the instruments evidencing the Pledged Indebtedness, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Indebtedness; (iii) all additional shares of stock, and all additional warrants, rights or options to acquire shares of stock, from time to time acquired by such Grantor’s Deposit AccountsGrantor in any manner, and the certificates representing such additional shares and such additional warrants, rights or options and all dividends, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares or such additional warrants, rights or options provided, however that, in respect of such additional shares of stock issued by a Person which is not organized under the laws of any State of the United States of America, no such assignment, grant or pledge shall be effective if, as a result of such assignment, grant or pledge, the Administrative Agent would be entitled hereunder upon the occurrence of an Event of Default to exercise, in the aggregate, greater than 66% of the votes entitled to be cast by holders of common stock of such Person at any shareholders' meeting thereof; and (iv) all additional indebtedness from time to time owed to such Grantor in any manner and the instruments evidencing such additional indebtedness, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional indebtedness; (e) all of such Grantor’s Equipment 's right, title and fixturesinterest in and to each agreement set forth beneath such Grantor's name on Schedule II hereto and each Secured Hedge Agreement to which such Grantor is now or may hereafter become a party, in each case as such agreement may be amended, supplemented or otherwise modified from time to time (collectively, the "Assigned Agreements"), including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements or any instruments, opinions or documents delivered pursuant thereto, (iii) all rights of such Grantor in and to all mortgages, security agreements, leases or other contracts securing or otherwise relating to the Assigned Agreements, (iv) all claims of such Grantor for damages arising out of or for breach of or default under the Assigned Agreements and (v) all rights of such Grantor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Collateral being the "Agreement Collateral"); (f) all of such Grantor’s General Intangibles; the following (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property;collectively, the "Account Collateral"): (i) the L/C Cash Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the L/C Cash Collateral Account; (ii) all other deposit accounts of such Grantor’s Negotiable Collateral, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such deposit accounts; (jiii) all of such Grantor’s rights in respect of Supporting ObligationsCollateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Investments; (kiv) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, Grantor in substitution for or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating in addition to any or all of the foregoingthen existing Account Collateral; and (v) all interest, dividends, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of or in exchange for any and or all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and then existing Account Collateral; and (g) all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the aboveforegoing Collateral to the extent assignable without consent (including, whether insured or not insuredwithout limitation, proceeds that constitute property of the types described in clauses (a) through (f) of this Section 1) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral and (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyii) cash.

Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Collateral Agent, assignsfor the ratable benefit of the Secured Parties, a security interest in, such Grantor’s right, title and pledges interest in and to the following, in each case, as to each Secured Party a separatetype of property described below, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalents; (c) all Chattel Paper; (d) all Commercial Tort Claims (including, without limitation, the Commercial Tort Claims set forth on Schedule 15 to the Perfection Certificate); (e) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) all Farm Products; (i) all Fixtures; (j) all General Intangibles; (k) all Goods; (l) all Instruments; (m) all Inventory; (n) all Letter-of-Credit Rights (together with all Accounts, Chattel Paper, Instruments, Deposit Accounts, General Intangibles and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, the “Receivables”; and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements, mortgages, Liens, leases, letters of credit and other contracts securing or otherwise relating to the Receivables, being the “Related Contracts”); (o) the following (the “Security Collateral”): (i) all indebtedness from time to time owed to such Grantor, including without limitation, all debt securities, all promissory notes or instruments, if any, evidencing such indebtedness, all indebtedness owed to such Grantor pursuant to the Intercompany Note and the instruments set forth on Schedule 12 to the Perfection Certificate (all the foregoing, the “Pledged Debt”), and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt; (ii) all Equity Interests, other than Excluded Equity, from time to time acquired, owned or held by such Grantor in any manner, including, without limitation, the Equity Interests of each Grantor set forth opposite such Grantor’s name on and otherwise described on Schedule 11 to the Perfection Certificate, and the certificates, if any, representing such shares or units or other Equity Interests (all the foregoing, the “Pledged Equity”), and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all subscription warrants, rights or options issued thereon or with respect thereto; (iii) all Investment Property and all Financial Assets (including, without limitation, all securities, security entitlements and securities accounts), the certificates or instruments, if any, representing or evidencing such Investment Property or Financial Assets and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all subscription warrants, rights or options issued thereon or with respect thereto; (iv) all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii) and (iii) above; and (v) all Proceeds of any of the foregoing; provided, however, that (i) the Equity Interests and other securities of a Subsidiary will constitute Security Collateral only to the extent that such Equity Interests and other securities can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the Commission (or any other governmental agency); (ii) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the Commission to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the Commission (or any other governmental agency) of separate financial statements of any Subsidiary due to the fact that such Subsidiary’s Equity Interests or other securities constitute Security Collateral, then such Equity Interests or other securities shall automatically be deemed not to be Security Collateral, but only to the extent necessary to not be subject to such requirement; and (iii) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Equity Interests or other securities to constitute Security Collateral without the filing with the Commission (or any other governmental agency) of separate financial statements of such Subsidiary, then such Equity Interests and other securities shall automatically be deemed to be Security Collateral but only to the extent necessary to not be subject to any such financial statement requirement. (p) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements), the Related Contracts and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including, without limitation, (i) all rights of such Grantor’s right, title, and interest in Grantor to receive moneys due and to become due under or pursuant to the followingAssigned Agreements, whether now owned or hereafter acquired or arising and wherever located: (aii) all rights of such Grantor’s AccountsGrantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of such Grantor for damages arising out of or for breach of or default under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Collateral being the “Agreement Collateral”); (bq) all of such Grantor’s Books; the following (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property;collectively, the “Intellectual Property Collateral”): (i) all of such Grantor’s Negotiable Collateralpatents, patent applications, utility models and statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto (“Patents”); (jii) 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 (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 Grantor’s rights intent-to-use trademark applications under applicable federal law), together, in respect of Supporting Obligationseach case, with the goodwill symbolized thereby (“Trademarks”); (kiii) all of such Grantor’s Commercial Tort Claimscopyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“Copyrights”); (liv) all of such Grantor’s moneycomputer software, cashprograms and databases (including, cash equivalentswithout limitation, or other assets of each such Grantor that now or hereafter come into the possessionsource code, custodyobject code and all related applications and data files), or control firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any Secured Partyof the foregoing (“Computer Software”); (mv) all confidential and proprietary information of the proceeds Grantor, including, without limitation, know-how, trade secrets, manufacturing and productsproduction processes and techniques, whether tangible or intangibleinventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “Trade Secrets”), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works; (vi) all registrations and applications for registration for any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating including, without limitation, those registrations and applications for registration set forth in Schedule 14 to any or the Perfection Certificate, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof; (vii) all tangible embodiments of the foregoing, and any all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all Accountsother rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (viii) all agreements, Bookspermits, Chattel Paperconsents, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from orders and franchises relating to the sale, lease, license, exchangedevelopment, collection, use or other disposition disclosure of any of the foregoingforegoing to which such Grantor, the proceeds of now or hereafter, is a party or a beneficiary (“IP Agreements”); and (ix) any award in condemnation 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 xxx for and collect, or otherwise recover, such damages (the property described in this Section 1(q) is referred to herein as the “Intellectual Property”); (r) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates or refunds, whether for taxes or otherwise, of the Collateral; (s) and all other tangible and intangible personal property of whatever nature whether or not covered by Article 9 of the UCC; (t) all 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 any such the Collateral (including, without limitation, proceeds, or any portion thereof or interest therein, collateral and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction supporting obligations that constitute property of the above, whether insured or not insured, types described in clauses (a) through (t) of this Section 1 and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (Collateral; provided that notwithstanding anything to the “Proceeds”). Without limiting the generality contrary in this Agreement, this Agreement shall not constitute a grant of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertya security interest in Excluded Assets.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, pledges, hypothecates, charges, delivers and pledges transfers to each the Collateral Agent for its benefit and the benefit of the Secured Party Parties and hereby grants to the Collateral Agent for its benefit and the benefit of the Secured Parties, a separate, continuing first priority security interest (eachand continuing lien, a “Security Interest” andsubject to Permitted Liens, collectivelyon all of such Grantor’s right, the “Security Interests”) in title and interest in, to and under all assets property of such Grantor (other than Real Propertywhether tangible or intangible) including, but not limited to the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:): (aA) all of such Grantor’s Accounts; (bB) all of such Grantor’s Books; (cC) all of such Grantor’s Chattel Paper; (dD) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (lE) all of such Grantor’s money, cash, cash equivalentsDeposit Accounts; (F) Documents; (G) Equipment; (H) Financial Assets; (I) General Intangibles; (J) Intellectual Property; (K) Inventory; (L) Investment Property; (M) Instruments; (N) Letter-of-Credit Rights; (O) Money; (P) Investments in Cash Equivalents, or other assets of each such any Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyCollateral Agent; (mQ) to the extent not otherwise included above, all Supporting Obligations relating to any of the foregoing; (R) to the extent not otherwise included above, all other personal property of the Grantors of any kind or description; and (S) to the extent not otherwise included above, all of the proceeds proceeds, offspring, rents, income, supporting obligations, profits and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing; provided, and any and all Accountshowever, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, notwithstanding anything herein to the extent not otherwise includedcontrary, in no event shall the Collateral include any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyExcluded Collateral.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, grants and pledges to each Agent, for the benefit of the Lender Group and the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s interest with respect to any Deposit AccountsAccount; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s interest with respect to any Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured Partyother member of the Lender Group; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC, solely to the extent that such Stock represents more than 65% of the outstanding voting Stock of such CFC; or (ii) any rights or interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license agreement and such prohibition has not been waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been obtained (provided, that, the foregoing exclusions of this clause (ii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, (B) to limit, impair, or otherwise affect the Lender Group’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, or Stock, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest of lien notwithstanding the prohibition).

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Aircraft; (c) all of such Grantor’s Books; (cd) all of such Grantor’s Chattel Paper; (de) all of such Grantor’s Deposit Accounts; (ef) all of such Grantor’s Engines; (g) all of such Grantor’s Equipment and fixturesFixtures; (fh) all of such Grantor’s Gates, (i) all of such Grantor’s General Intangibles; (gj) all of such Grantor’s Ground Equipment; (k) all of such Grantor’s Inventory; (hl) all of such Grantor’s Investment Related Property; (im) all of such Grantor’s Negotiable Collateral; (jn) all of such Grantor’s rights in respect Routes, (o) all of such Grantor’s Slots, (p) all of such Grantor’s Spare Parts (including Expendables, Replaceable Spare Parts, and Rotables); (q) all of such Grantor’s Supporting Obligations; (kr) all of such Grantor’s Commercial Tort Claims; (ls) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and (mt) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.. Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC, solely to the extent that such Stock represents more than 65% of the outstanding voting Stock of such CFC; or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property (including any Gates, Routes, or Slots) of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law or regulation with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under such regulation or under the terms of such contract, lease, permit, license, or license agreement (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable or ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law or regulation, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach thereto notwithstanding the prohibition or restriction contained in such contract, lease, permit, license, or license agreement or under applicable law or regulation and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Stock (including any Accounts or Stock), or (2) any proceeds from the collection, sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Stock); or (iii) any 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, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; or (iv) any General Intangibles consisting of any Grantor’s rights or interest in any airport or fueling consortia to the extent that the agreement governing such Grantor’s rights or interest with respect to such airport or fueling consortia prohibits the grant of a security interest or lien therein (provided, that, (A) the foregoing exclusions of this clause (iv) shall in no way be construed (1) to apply to the extent that any such described prohibition or restriction is unenforceable or ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, (2) to apply when such prohibition or restriction is no longer in effect, or (3) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach thereto notwithstanding the prohibition or restriction contained in such agreement governing such Grantor’s rights or interests with respect to such airport or fueling consortia and (B) the foregoing exclusions of this clause (iv) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due in respect of any such rights or interest in any airport or fueling consortia, or (2) any proceeds from the collection, sale, license, lease, or other dispositions of any such rights or interest in any airport or fueling consortia); or (v) any (x) goods, (y) accessions, fixtures, and attachments to such goods, including parts and Engines, or (z) in connection with Purchase Money Indebtedness used to purchase

Grant of Security. Each As collateral security for the payment, performance and observance of all of the Secured Obligations, each Grantor (other than Parent) hereby unconditionally grants, collaterally assigns, and pledges to each Collateral Agent, for the benefit of the Secured Party Parties, to secure the Secured Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) with respect to each Grantor: (i.) all of such GrantorGxxxxxx’s Accounts; (bii.) all of such Grantor’s Books; (ciii.) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (kiv.) all of such Grantor’s Commercial Tort Claims; (lv.) all of such Gxxxxxx’s Contract Rights; (vi.) all of such Grantor’s Deposit Accounts; (vii.) all of such Grantor’s Documents; (viii.) all of such Grantor’s Equipment; (ix.) all of such Grantor’s Farm Products; (x.) all of such Grantor’s Fixtures; (xi.) all of such Grantor’s General Intangibles; (xii.) all of such Grantor’s Instruments; (xiii.) all of such Grantor’s Inventory; (xiv.) all of such Grantor’s Investment Property; (xv.) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (xvi.) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes); (xvii.) all of such Grantor’s Payment Intangibles; (xviii.) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements); (xix.) all of such Grantor’s Securities Accounts; (xx.) all of such Gxxxxxx’s Supporting Obligations; (xxi.) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Collateral Agent (or its agent or designee) or any other member of the Secured Party;Parties; and (mb) with respect to all Grantors (other than Parent), all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property.

Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Administrative Agent, assignsfor the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and pledges interest in and to the following, other than Excluded Property (as hereinafter defined), in each case, as to each Secured Party a separatetype of property described below, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalents; (c) all Chattel Paper; (d) all Commercial Tort Claims set forth on Schedule IV hereto or for which notice is provided pursuant to Section 5(b) below; (e) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) all Farm Products; (i) Subject to Section 23 hereof, all Fixtures; (j) all General Intangibles; (k) all Goods; (l) all Instruments; (m) all Inventory; (n) all Letter-of-Credit Rights; (o) the following (the “Security Collateral”): (i) all indebtedness from time to time owed to such Grantor (the “Pledged Debt”), and the instruments and promissory notes, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt; (ii) all Equity Interests from time to time acquired, owned or held by such Grantor in any manner, including, without limitation, the Equity Interests of each Grantor set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement) (all such Equity Interests, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all warrants, rights or options issued thereon or with respect thereto; provided that such Grantor shall not be required to pledge, and the terms “Pledged Equity” and “Security Collateral” used in this Agreement shall not include any Equity Interests in any Foreign Subsidiary (or any Domestic Subsidiary if substantially all of its assets consist of Equity Interests of one or more Foreign Subsidiaries) acquired, owned or otherwise held by such Grantor which, when aggregated with all of the other shares of stock in such Subsidiary pledged by such Grantor, would result in more than 65% of the shares of stock in such Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the “Voting Foreign Stock”) being pledged to the Administrative Agent, on behalf of the Secured Parties under this Agreement; provided, further, that all of the shares of stock or units or other Equity Interests in such Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the “Non-Voting Foreign Stock”) shall be pledged by such Grantor; and (iii) all Investment Property and all Financial Assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all warrants, rights or options issued thereon or with respect thereto; (p) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including, without limitation, all rights of such Grantor’s right, title, and interest in Grantor to receive moneys due and to become due under or pursuant to the followingAssigned Agreements, whether now owned or hereafter acquired or arising and wherever located: (a) all of such Grantor’s AccountsCollateral being the “Agreement Collateral”); (bq) all of such Grantor’s Books; the following (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property;collectively, the “Intellectual Property Collateral”): (i) all of such Grantor’s Negotiable Collateralpatents, patent applications, utility models, statutory invention registrations and all inventions claimed or disclosed therein and all improvements thereto (“Patents”); (jii) 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 (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 Grantor’s rights intent-to-use trademark applications under applicable federal law), together, in respect of Supporting Obligationseach case, with the goodwill symbolized thereby (“Trademarks”); (kiii) all of such Grantor’s Commercial Tort Claimscopyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“Copyrights”); (liv) all of such Grantor’s moneycomputer software, cashprograms and databases (including, cash equivalentswithout limitation, or other assets of each such Grantor that now or hereafter come into the possessionsource code, custodyobject code and all related applications and data files), or control firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any Secured Partyof the foregoing (“Computer Software”); (mv) all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “Trade Secrets”), and all other intellectual, industrial and intangible property of the proceeds any type, including, without limitation, industrial designs and products, whether tangible or intangible, of mask works; (vi) all registrations and applications for registration for any of the foregoing, including proceeds including, without limitation, those registrations and applications for registration set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by supplements to this Agreement, each such supplement being substantially in the form of insurance or Commercial Tort Claims covering or relating Exhibit C hereto (an “IP Security Agreement Supplement”) executed by such Grantor to any or the Administrative Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof; (vii) all tangible embodiments of the foregoing, and any all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all Accountsother rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (viii) all agreements, Bookspermits, Chattel Paperconsents, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from orders and franchises relating to the sale, lease, license, exchangedevelopment, collection, use or other disposition disclosure of any of the foregoingforegoing to which such Grantor, the proceeds of now or hereafter, is a party or a beneficiary (“IP Agreements”); and (ix) any award in condemnation 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 xxx for and collect, or otherwise recover, such damages; (r) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Collateral; (s) and all other tangible and intangible personal property of whatever nature whether or refundsnot covered by Article 9 of the UCC; and (t) all proceeds of, whether for taxes collateral for, income, royalties and other payments now or otherwisehereafter due and payable with respect to, and Supporting Obligations relating to, any and all proceeds of any such the Collateral (including, without limitation, proceeds, or any portion thereof or interest therein, collateral and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction Supporting Obligations that constitute property of the above, whether insured or not insuredtypes described in clauses (a) through (s) of this Section 1), and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral, and cash; provided that notwithstanding anything to the contrary contained in the foregoing clauses (a) through (t), the security interest created by this Agreement shall not extend to, and the terms “Collateral,” “Security Collateral,” “Agreement Collateral,” “Intellectual Property Collateral” and other terms defining the components of the Collateral in the foregoing clauses (a) through (t) shall not include, any of the following (collectively, the “ProceedsExcluded Property”): (i) any Equity Interests issued by an Unrestricted Subsidiary; (ii) any Voting Foreign Stock excluded from the Pledged Equity and Security Collateral pursuant to the proviso to clause (o)(ii) above; (iii) any lease, license or other agreement or any property subject to a purchase money Lien permitted under the Credit 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, agreement, or purchase money arrangement, or create a right of termination in favor of any other party thereto (other than any Grantor). Without limiting , in each case to the generality extent not rendered unenforceable pursuant to applicable provisions of the foregoingUCC or other applicable law, provided, that the Collateral includes proceeds and receivables of any property excluded under this clause (iii), the term “Proceeds” includes whatever assignment of which is receivable or received when Investment Related Property or proceeds are soldexpressly deemed effective under the UCC notwithstanding such prohibition; and (iv) any Equity Interests in Joint Ventures to the extent that the grant of a security interest therein would require the consent of any Person who owns Equity Interests in such Joint Venture (other than an Affiliate of the Borrower) which consent has not been obtained; provided, exchangedfurther, collectedthat notwithstanding anything to the contrary contained in the foregoing clauses (a) through (t), no Grantor shall be required to (x) except with respect to Cash Collateral Accounts, enter into control agreements with respect to, or otherwise disposed ofperfect any security interest by “control” over, whether such disposition is voluntary or involuntarysecurities accounts, deposit accounts, other bank accounts, cash and includes proceeds cash equivalents and accounts related to the clearing, payment processing and similar operations of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time the Borrower and its Restricted Subsidiaries, (y) except with respect to Pledged Equity in Material Foreign Subsidiaries, take any action in any jurisdiction (other than in the United States of America, any state thereof and the District of Columbia) to perfect any security interest in Equity Interests of Foreign Subsidiaries, or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) crops or farm products, (2) vehicles and other equipment subject to a certificate of title statute, (3) Fixtures, except to the extent that the same are Equipment or are related to real property covered or intended by the Loan Documents to be covered by a mortgage in favor of the Investment Related PropertyLenders, (4) leasehold interests, (5) Assigned Agreements and (6) Letter-of-Credit Rights (collectively, the “Perfection Exceptions”).

Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”): (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit AccountsCommercial Tort Claims; (e) all of such Grantor’s Equipment and fixturesDeposit Accounts; (f) all of such Grantor’s Equipment; (g) all of such Grantor’s Farm Products; (h) all of such Grantor’s Fixtures; (i) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting ObligationsInventory (including, without limitation, gas cylinders and other similar items that contain gas); (k) all of such Grantor’s Commercial Tort ClaimsInvestment Property; (l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes); (n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (o) all of such Grantor’s Securities Accounts; (p) all of such Grantor’s Supporting Obligations; (q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and (mr) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.

Grant of Security. (a) Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party Agent, for the benefit of itself and the ratable benefit of the Holders, a separate, continuing security interest (each, a “hereinafter referred to as the "Security Interest” and, collectively, the “Security Interests”") in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: located (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property;the "Collateral"): (i) all of such Grantor’s 's Accounts; (ii) all of such Grantor's Books; (iii) all of such Grantor's Chattel Paper; (iv) all of such Grantor's interest with respect to any Deposit Account; (v) all of such Grantor's Equipment and fixtures; (vi) all of such Grantor's General Intangibles; (vii) all of such Grantor's Inventory; (viii) all of such Grantor's Investment Related Property; (ix) all of such Grantor's Negotiable Collateral; (jx) all of such Grantor’s 's rights in respect of Supporting Obligations; (kxi) all of such Grantor’s 's interest with respect to any Commercial Tort Claims; (lxii) all of such Grantor’s 's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyAgent (or its agent or designee); (mxiii) all of such Grantor's Hydrocarbons and Hydrocarbon Interests; (xiv) all of such Grantor's Oil and Gas Properties; and (xv) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty Guarantee payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty Guarantee payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything herein to the contrary, the term "Collateral" shall not include, and no Grantor is pledging, nor granting a security interest hereunder in, any of such Grantor's right, title or interest in (A) any license, contract or agreement to which such Grantor is a party as of the date hereof or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement on the date hereof result in a breach of the terms of, or constitute a default under, such license, contract or agreement (other than to the extent that any such term (i) has been waived or (ii) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or other applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that (x) 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 right, title and interest as if such provision had never been in effect and (y) the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Agent's unconditional continuing security interest in and liens upon any rights or interest of a Grantor in or to the proceeds of, or any monies due or to become due under, any such license, contract or agreement or (B) all intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. ss. 1051(c) or 15 U.S.C. ss. 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. ss. 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office, provided that, upon such filing and acceptance, such intent-to-use applications shall be included in the definition of Collateral.

Grant of Security. Each As continuing security for its Secured Obligations, each Grantor hereby unconditionally grants, collaterally assigns, hypothecates and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure its Secured Party Obligations, a separate, continuing security interest (each, a “hereinafter referred to as the "Security Interest” and, collectively, the “Security Interests”") in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in all of its present and to after acquired personal property wherever located (the following"Collateral") including, whether now owned or hereafter acquired or arising and wherever locatedwithout limitation: (a) all of such Grantor’s 's Accounts; (b) all of such Grantor’s 's Books; (c) all of such Grantor’s 's Chattel Paper; (d) all of such Grantor’s 's Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures's Documents of Title; (f) all of such Grantor’s General Intangibles's Equipment; (g) all of such Grantor’s Inventory's Fixtures; (h) all of such Grantor’s Investment Related Property's Intangibles; (i) all of such Grantor’s Negotiable Collateral's Goods; (j) all of such Grantor’s rights in respect of Supporting Obligations's Instruments; (k) all of such Grantor’s Commercial Tort Claims's Inventory; (l) all of such Grantor’s 's Investment Property; (m) all of such Grantor's Intellectual Property and Intellectual Property Licenses; (n) all of such Grantor's Negotiable Collateral (including all of such Grantor's Pledged Notes); (o) all of such Grantor's Pledged Interests (including all of such Grantor's Pledged Operating Agreements and Pledged Partnership Agreements); (p) all of such Grantor's Securities Accounts; (q) all of such Grantor's Supporting Obligations; (r) all of such Grantor's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Partyother member of the Lender Group; (ms) all of such Grantor's other personal property; and (t) all of the proceeds (as such term is defined in the PPSA) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Documents of Title, Equipment, General Fixtures, Intangibles, Instruments, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation expropriation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty guarantee payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty guarantee payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement, any of the other Loan Documents or any other document or agreement among all or some of the parties hereto, each Grantor is, as of the date of this Agreement, the sole registered and beneficial owner of all ULC Shares owned by it, if any, which form part of the Collateral (the "Pledged ULC Shares"), and will remain so until such time as such Pledged ULC Shares are fully and effectively transferred into the name of the Agent, any member of the Lender Group or any Bank Product Provider, or any other Person on the books and records of such ULC. Nothing in this Agreement, any other Loan Document or any other document or agreement delivered among all or some of the parties hereto is intended or shall constitute the Agent, any member of the Lender Group, any Bank Product Provider or any Person other than a Grantor to be a member or shareholder of any ULC until such time as written notice is given to the applicable Grantor and all further steps are taken so as to register the Agent, such member of the Lender Group or such Bank Product Provider, or other Person as holder of such Pledged ULC Shares. The granting of the security interest pursuant to this Section 3 does not make the Agent, any member of the Lender Group or any Bank Product Provider a successor to any Grantor as a member or shareholder of any ULC, and neither the Agent, the members of the Lender Group, the Bank Product Providers nor any of their respective successors and assigns hereunder shall be deemed to become a member or shareholder of any ULC by accepting this Agreement or exercising any right granted herein unless and until such time, if any, when the Agent, the members of the Lender Group, the Bank Product Providers or any successor or assign expressly becomes a registered member or shareholder of any ULC. Each Grantor shall be entitled to receive and retain for its own account any dividends or other distributions, if any, in respect of the Pledged ULC Shares, and shall have the right to vote such Pledged ULC Shares and to control the direction, management and policies of the ULC issuing such Pledged ULC Shares to the same extent as such Grantor would if such Pledged ULC Shares were not pledged to the Agent. To the extent any provision hereof would have the effect of constituting the Agent, any member of the Lender Group or any Bank Product Provider to be a member or shareholder of the ULC prior to such time, such provision shall be severed herefrom and be ineffective with respect to the relevant Pledged ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral other than Pledged ULC Shares. Notwithstanding anything herein to the contrary (except to the extent, if any, that the Agent, any member of the Lender Group or any Bank Product Provider or any of their respective successors or assigns hereafter expressly becomes a registered member or shareholder of any ULC), neither the Agent, the members of the Lender Group, the Bank Product Providers nor any of their respective successors or assigns shall be deemed to have assumed or otherwise become liable for any debts or obligations of any ULC. Except upon the exercise by the Agent or other Persons, of rights to sell or otherwise dispose of Pledged ULC Shares or other remedies following the occurrence and during the continuance of an Event of Default, each Grantor shall not cause or permit, or enable any ULC in which it holds Pledged ULC Shares to cause or permit, the Agent or any such other Person to: (a) be registered as a member or shareholder of such ULC, (b) have any notation entered in its favour in the share register of such ULC, (c) be held out as a member or shareholder of such ULC, (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Agent, the members of the Lender Group or the Bank Product Providers holding a security interest in the Pledged ULC Shares, or (e) act as a member or shareholder of such ULC, or exercise any rights of a member or shareholder of such ULC, including the right to attend a meeting of such ULC or vote the shares of such ULC. Notwithstanding anything contained in this Agreement to the contrary, the term "Collateral" shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary) (with any such pledge immediately terminating as and when such adverse consequences arise or exist); (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under applicable law or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent's security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent's, any other member of the Lender Group's or any Bank Product Provider's continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (iii) consumer goods (as such term is defined in the PPSA); (iv) property that is subject to a Lien permitted under the Credit Agreement pursuant to clause (f) of the definition of Permitted Liens, solely to the extent that a grant or perfection of a Lien in favour of Agent on any such property is prohibited by or results in a breach or termination of, or constitutes a default under, the documentation governing such Liens or the obligations secured by such Liens (other than to the extent all necessary consents to creation, attachment and perfection of Agent's Liens thereon have been obtained); provided that, immediately upon the lapse or termination of such terms or the obtainment of such consents, such property automatically shall constitute Collateral; (v) solely until such time as the Existing L/C is terminated or expires, the L/C Cash Collateral; and (vi) solely until the date that is one hundred twenty (120) days following the Closing Date, the Card Services Cash Collateral (the items listed in clauses (i) through (vi), collectively, are referred to herein as the "Excluded Collateral"). Subject to Section 10 of this Agreement, the security interest with respect to Trademarks constitutes a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Agent, but does not constitute an assignment or mortgage of such Collateral to the Agent. Until the occurrence of and Event of Default, the grant of the security interest in the Trademarks does not affect in any way the Grantors’ rights to commercially exploit the Trademarks, defend them, enforce the Grantors’ rights in them or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of them. Each of the Grantors hereby acknowledges that (a) value has been given; (b) each Grantor has rights, or, in the case of Collateral hereafter acquired, will at the time of acquisition of such Collateral have rights, in the Collateral in which it has granted a Security Interest; (c) this Agreement constitutes a security agreement as that term is defined in the PPSA; and (d) it has not agreed to postpone the time for attachment of the Security Interest granted hereunder and the Security Interest granted hereunder attaches upon the execution of this Agreement (or in the case of any after-acquired property, at the time of the acquisition thereof). To the extent permitted by applicable law, each Grantor waives its right to receive a copy of any financing statement or financing change statement registered by the Agent, or of any verification statement with respect to any financing statement or financing change statement registered by the Agent. Notwithstanding anything contained in this Security Agreement to the contrary, the term Collateral shall not include and the security interest hereunder does not extend or apply to the last day of the term of any lease or sublease or any agreement for a lease or sublease, now held or hereafter acquired by a Grantor in respect of real property, but such Grantor shall stand possessed of any such last day upon trust to assign and dispose of it as the Agent may direct. Each of the Grantors hereby further acknowledges and agrees that if the Collateral is realized upon and such Collateral or the proceeds of such Collateral is not sufficient to satisfy all Secured Obligations, subject to the provisions of the PPSA, such Grantor shall continue to be liable for any Secured Obligations remaining outstanding and the Collateral Agent shall be entitled to pursue full payment thereof.

Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Agent, for the benefit of the Lender Group and the Bank Product Providers, to secure the Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:Obligations, (a) all of such Grantor’s 's Accounts; (b) all of such Grantor’s 's Books; (c) all of such Grantor’s 's Chattel Paper; (d) all of such Grantor’s 's interest with respect to any Deposit AccountsAccount; (e) all of such Grantor’s 's Equipment and fixtures; (f) all of such Grantor’s 's General Intangibles; (g) all of such Grantor’s 's Inventory; (h) all of such Grantor’s 's Investment Related Property; (i) all of such Grantor’s 's Negotiable Collateral; (j) all of such Grantor’s 's rights in respect of Supporting Obligations; (k) all of such Grantor’s 's interest with respect to any Commercial Tort Claims; (l) all of such Grantor’s 's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured Partyother member of the Lender Group; (m) all of the proceeds (as that term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, whatever is collected on, or distributed on account of any of the foregoing, any and all rights arising out of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, claims arising out of the loss, non-conformity, or interference with the use of, defects, or infringement of rights in, or damage to, any of the foregoing, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, insurance, or guaranty payable by reason of loss or non-conformity of, defects or infringement of rights in, or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”"PROCEEDS"). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.

Grant of Security. Each The Grantor hereby unconditionally grants, assigns, collaterally assigns and pledges to each Secured Party the Agent, for the equal and ratable benefit of the Banks and hereby grants to the Agent, for the equal and ratable benefit of the Banks, a separate, continuing security interest (each2 in and a lien on, a “Security Interest” and, collectively, all of the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to its property described in subsections (a) through (f) of this Section 2 (the following"Collateral"), whether now owned or hereafter acquired or arising and wherever locatedby the Grantor: (a) All presently existing or hereafter acquired or created accounts, accounts receivable, contract rights, notes, drafts, acceptances, chattel paper, leases and writings evidencing a monetary obligation or a security interest in or a lease of goods, all rights to receive the payment of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, money or other assets considerations under present or future contracts or by virtue of each such Grantor that now merchandise sold or hereafter come into the possessionleased, custodyservices rendered, loans and advances made or control other considerations given, whether or not earned by performance and whether or not evidenced by or set forth in or arising out of any Secured Party; (m) all of the proceeds and productspresent or future chattel paper, whether tangible note, draft, lease, acceptance, writing, bond, insurance policy, instrument, document or general intangible, and all extensions and renewals of any thereof, all rights under or arising out of the foregoingpresent or future contracts, agreements or general intangibles, including proceeds of insurance all payments under licensing agreements or Commercial Tort Claims covering or relating arrangements, all right, title and interest in merchandise which gave rise to any or all of the foregoing, and including all goods, all claims or causes of action now existing or hereafter arising in connection with or under any and agreement or document or by operation of law or otherwise, all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition collateral security of any of the foregoing, the proceeds of kind (including real property mortgages) given by any award in condemnation person with respect to any of the foregoing, including in any rebates event, all accounts, instruments and chattel paper within the meaning of the UCC; the foregoing shall include, without limitation, (i) the promissory notes and security interests evidencing and/or securing the payment of loans or refundsadvances from any Company to any other Company described in Schedule I attached hereto and (ii) all accounts receivable, contract rights, security interests, rights and remedies of Grantor, whether now existing or hereafter acquired or created, under (x) any Advanced Purchase Agreement, whether now existing or hereafter entered into by Grantor and (y) all agreements between Grantor and any LEC or any Affiliate of any LEC, whether now existing or hereafter entered into (any and all of the foregoing being the "Accounts, Instruments and Chattel Paper"); (b) All general intangibles of every nature, whether presently existing or hereafter acquired or created, including without limitation, all books, correspondence, credit files, records, computer programs, computer tapes, cards, and other papers and documents in the possession or control of the Grantor, claims (including, without limitation all claims for taxes income tax and other refunds), chooses in action, judgments, licensing agreements, royalty payments, goodwill, all amounts received as an award in or settlement of a suit in damages, deposit accounts, interests in joint ventures or general or limited partnerships and in any event, all general intangibles within the meaning of the UCC (any and all of the foregoing being the "General Intangibles"); (c) All rights now owned or hereafter acquired or created, to payment under a contract not yet earned by performance and not yet evidenced by an Account, Instrument or Chattel Paper ("Contract Rights" and together with Accounts, Instruments, Chattel Paper and General Intangibles herein collectively called "Receivables"); (d) All documents, instruments and chattel paper of every nature, whether now existing or hereafter acquired or created, and in any event all documents within the meaning of the UCC ("Documents"); (i) any and all rights of the Grantor against any of the Companies arising out of any agreement between the Grantor and any of the Companies or by operation of law or otherwise; (ii) all contracts, Instruments, undertakings, Documents or other agreements in which the Grantor may now or hereafter have any right, title or interest and all proceeds which pertain to the sale or other disposition by the Grantor of any such proceedsAccounts, or any portion thereof other interest in Collateral, as any of the same may from time to time be amended, modified, supplemented, increased and/or restated; together with all rights of the Grantor to receive moneys or interest thereinother consideration due and to become due to the Grantor arising with respect to the contract described in items (i) through (ii) above or in connection with such contracts, all rights in and to any claims and/or indemnification in favor of the proceeds Grantor, all rights of action for damages arising out of or for breach or default in respect thereof, and all rights of the Grantor to perform and exercise all rights thereunder (any and all of the foregoing being the "Contracts"); and (f) The proceeds, in cash or otherwise, of the Collateral described in the foregoing clauses (a) and (e)(including, without limitation, (i) the proceeds of any loss of, damage to, sale or destruction other disposition of the above, such Collateral; (ii) all insurance proceeds of any kind [whether insured or not insuredthe Agent is the loss payee under the applicable insurance policy] paid at any time in connection with such Collateral; and (iii) all liens (whether possessory, andcontractual, to the extent not otherwise included, any indemnity, warranty, statutory or guaranty payable by reason of loss or damage to, or otherwise otherwise) with respect to any such Collateral, and all rights, remedies and claims (whether in the nature of indemnities, warranties, guaranties or otherwise) of the foregoing (the “Proceeds”). Without limiting the generality of the foregoingGrantor with respect to such Collateral, the term “Proceeds” includes whatever is receivable in any case whether now existing or received when Investment Related Property hereafter at any time or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect arising. The inclusion of proceeds in this Agreement does not authorize the Grantor to sell, dispose of or otherwise use the Collateral in any of manner to the Investment Related Propertyextent otherwise prohibited hereby or by the other Loan Documents.