Common use of Grant of Security Clause in Contracts

Grant of Security. The Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyright, whether registered or unregistered (“Copyrights”) owned by the Grantor, including, without limitation, copyrights in (A) all recordings of sound, 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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (ii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and 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 the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties a continuing security interest in the all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Trademark Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyright, whether registered or unregistered (“Copyrights”) Trademark constituting Material Intellectual Property Collateral owned by the Grantor, including, without limitation, copyrights in Grantor (A) all recordings of sound, 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, including, without limitation, each Copyright Trademark registration and application therefor, referred to in Schedule 1 hereto, and all of the goodwill of the business connected with the use of or symbolized by, each Trademark); (ii) all registrations and applications for registration for any Copyrightof the foregoing, together with all extensions and renewalsrenewals thereof; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining thereto;; and (iv) each exclusive Copyright license any and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to which any and all of the Grantor is a partyforegoing, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) all Proceeds of and revenues from any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) all proceeds and damages relating thereto. Notwithstanding the foregoing, no security interest shall be granted in any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect United States intent-to-use applications to the extent that, and Supporting Obligations relating solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to, any and all of the foregoing-use trademark applications under federal law.

Grant of Security. The To secure the prompt and complete payment and performance of all Secured Obligations, each Grantor hereby pledges, assigns and grants to the Collateral Agent, on behalf of and for the ratable benefit of the Notes Secured Parties, a security interest in the all of such Grantor’s right, title and interest in and to all Intellectual Property to the extent governed by, arising under, pursuant to, or by virtue of, the laws of the United States of America or any state thereof, including the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”): (a) any and all patents and patent applications (whether issued or applied-for in the United States); (b) all inventions and improvements described and claimed therein; (c) all reissues, whether divisions, continuations, renewals, extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now owned or existing or hereafter acquired due or arising: (i) each copyright, whether registered or unregistered (“Copyrights”) owned by the Grantorpayable under and with respect thereto, including, without limitation, copyrights in damages and payments for past and future infringements thereof; and (Ae) all recordings of soundrights to sue for past, present, and future infringements thereof (“Patents”); (a) all trademarks (including service marks), trade names, trade dress, and trade styles, whether registered or not coupled with a visual imageunregistered in the United States, and the registrations and applications for registration thereof and the goodwill of the business symbolized by any method or format the foregoing; (b) all renewals of the foregoing; (c) all income, royalties, damages, and on any substance or material, whether payments now or hereafter known, which is used due 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 thereofpayable with respect thereto, including, without limitation, each Copyright registration damages, claims, and application thereforpayments for past and future infringements thereof; and (d) all rights to sue for past, referred present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing (“Trademarks”); and (a) all copyrights, rights and interests in Schedule 1 heretosuch copyrights, works protectable by copyright, copyright registrations, and applications to register copyright; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; and (d) the right to sue for past, present, and future infringements of any of the foregoing (“Copyrights”); (iiiv) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights of the foregoing in the foregoing provided by international treaties United States Patent and Trademark Office or conventionsthe United States Copyright Office, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a partyas applicable, including, without limitation, each Copyright license referred to the registrations and applications for registration of United States intellectual property set forth in Schedule 1 hereto; I hereto (vas may be supplemented from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof; provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (iv), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any and all claims for damages and injunctive relief for pastExcluded Assets, present and future infringement, violation, misuse or breach with respect to any of the foregoing, with the rightincluding, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating limited to, any intent-to-use trademark applications prior to the filing, and all acceptance by the United States Patent and Trademark Office, of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, if any, to the foregoingextent that, and solely during the period in which, the grant of a security interest therein prior to such filing and acceptance would impair the validity or enforceability of such intent-to-use trademark applications or the resulting trademark registrations under applicable federal law.

Grant of Security. The Grantor hereby grants to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties a security interest in the all of Grantor’s 's right, title and interest in and to the following (all the “IP Collateral”): (a) All copyrights arising under the laws of the following items United States, any other country or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyrightany political subdivision thereof, whether registered or unregistered (“Copyrights”) owned by the Grantorand whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, copyrights all registrations, recordings and applications in the United States Copyright Office; (Ab) All letters patent of the United States, any other country or any political subdivision thereof, all recordings reissues and extensions thereof, and all applications for letters patent of soundthe United States or any other country and all divisions, whether continuations and continuations-in-part thereof; (c) All trademarks, common law trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, logos, domain names and other source or not coupled with a visual imagebusiness identifiers, by any method or format and on any substance or materialall goodwill associated therewith, whether now existing or hereafter knownadopted or acquired, which is used or useful all registrations and recordings thereof, and all applications 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 passagesconnection therewith, whether in form the United States Patent and Trademark Office or in any similar office or agency of instrumental and/or vocal musicthe United States, prose any State thereof or any other country or any political subdivision thereof, or otherwise, irrespective of length (“Publishing Copyrights”) and (C) Computer Software, internet web sites and the content thereof, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (ii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other common law rights of any kind whatsoever of the Grantor accruing thereunder or pertaining related thereto; (ivd) each exclusive Copyright license to which All trade secrets arising under the Grantor is a partylaws of the United States, including, without limitation, each Copyright license referred to in Schedule 1 heretoany other country or any political subdivision thereof; (ve) All rights to obtain any reissues, renewals or extensions of the foregoing; (f) All licenses for any of the foregoing; (g) All causes of action for infringement of the foregoing; (h) Any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all claims of the foregoing; and (i) Any and all claims, with respect to any of the foregoing, for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse misuse, breach or breach with respect to any of the foregoingdefault, with the right, right but not the obligation, no obligation to ▇▇▇ for such legal and equitable relief and to collect, or otherwise recover, any such damages; and (vi) any and 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 the foregoing.

Grant of Security. The Grantor THE ASSIGNOR in consideration of One Dollar ($1.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby grants acknowledged, DOES HEREBY ASSIGN, transfer and set over unto the Assignee, and as collateral security for all amounts due and to become due in respect of the Obligations now or hereafter existing, does hereby grant to the Collateral Agent, for the ratable benefit of the Secured Parties, Assignee a security interest in all the Grantor’s right, title title, interest, claim and interest demand of the Assignor in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyrightall charters (whether time or voyage charters), whether registered contract of affreightment or unregistered (“Copyrights”) owned otherwise, and all freights, hire and other moneys earned and to be earned, due or to become due or, paid or payable to, or for the account of, the Assignor, of whatsoever nature, arising out of or as a result of the use, operation or chartering by the GrantorAssignor or its agents of the [ ] documented vessel [ ] Official No. [ ] (the “Vessel”), including, without limitation, copyrights in (A) all recordings rights arising out of soundthe owner’s lien on cargoes and subfreights thereunder, 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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (ii) all registrations moneys and applications claims for registration moneys due and to become due to the Assignor, and all claims for damages, arising out of the breach of any Copyrightand all present and future charter parties, together bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and operations of every kind whatsoever of the Vessel and in and to any and all claims and causes of action for money, loss or damages that may accrue or belong to the Assignor, its successors or assigns arising out of or in any way connected with the present or future use, operation or chartering of the Vessel or arising out of or in any way connected with any and all extensions present and renewals; future requisitions, charter parties, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and other operations of the Vessel, (iii) all rights in moneys and claims due and to become due to the foregoing provided by international treaties or conventionsAssignor, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) any and all claims for damages and injunctive relief for pastall insurances and other proceeds, present in respect of the requisition of use of or title to the Vessel and future infringement(iv) any proceeds of any of the foregoing and all interest and earnings from the investment of any of the foregoing and the proceeds thereof (collectively, violationthe “Collateral”). [In addition to the aforementioned security interest, misuse or breach the Assignor grants to the Assignee a pledge with respect to any of all rights and interests which the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds of, collateral for, income, royalties and other payments Assignor now or hereafter due at any later time has to, in or in connection with, the Collateral over which the aforementioned security interest does not create a legal, valid and payable binding security interest enforceable in accordance with its terms. To the extent applicable, the provisions of this Assignment relating to the sale, assignment, transfer and set over the Collateral will apply mutatis mutandis to the pledge with respect to, and Supporting Obligations relating to, any and all of to the foregoing.Collateral.]4

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the such Grantor’s right, title and interest in and to the following (all of the following items or types following, in each case, as to each type of property being herein collectively referred to as the “Copyright Collateral”)described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Collateral”): (a) all equipment in all of its forms, including, without limitation, all machinery, tools, motor vehicles, vessels, aircraft, furniture and fixtures, and all parts thereof and all accessions thereto, including, without limitation, computer programs and supporting information that constitute equipment within the meaning of the UCC (any and all such property being the “Equipment”); (b) all inventory in all of its forms, including, without limitation, (i) all raw materials, work in process, finished goods and materials used or consumed in the manufacture, production, preparation or shipping 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 or stopped in transit by such Grantor), and all accessions thereto and products thereof and documents therefor, including, without limitation, computer programs and supporting information that constitute inventory within the meaning of the UCC (any and all such property being the “Inventory”); (c) all accounts (including, without limitation, health-care-insurance receivables), chattel paper (including, without limitation, tangible chattel paper and electronic chattel paper), instruments (including, without limitation, promissory notes), deposit accounts, letter-of-credit rights, general intangibles (including, without limitation, payment 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, and all rights now or hereafter acquired 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 arising:otherwise relating to the foregoing property (any and all of such accounts, chattel paper, instruments, deposit accounts, letter-of-credit rights, general intangibles and other obligations, to the extent not referred to in subsection (d), (e) or (f) below, being the “Receivables,” and any and all such supporting obligations, security agreements, mortgages, Liens, leases, letters of credit and other contracts being the “Related Contracts”); (d) the following (collectively, the “Security Collateral”): (i) the Initial Pledged Debt and the instruments, if any, evidencing the Initial 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 Initial Pledged Debt; (ii) all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, 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 such indebtedness; (e) Contracts; (f) the following (collectively, the “Account Collateral”): (i) the Pledged Deposit Accounts, the Collateral Account and all funds from time to time credited thereto (including without limitation, all Cash Equivalents), and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Deposit Accounts or the Collateral Account; (ii) all promissory notes, certificates of deposit, checks and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent for or on behalf of such Grantor in substitution for or in addition to any or all of the then existing Account Collateral; and (iii) all interest, dividends, distributions, 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 then existing Account Collateral; and (g) 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 registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together, in each copyrightcase, with the goodwill symbolized thereby (“Trademarks”); (iii) all copyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“Copyrights”); (iv) owned by 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 Grantorforegoing (“Computer Software”); (v) all confidential and proprietary information, including, without limitation, copyrights in (A) all recordings of soundknow-how, whether or not coupled with a visual imagetrade secrets, by any method or format manufacturing and on any substance or materialproduction processes and techniques, whether now or hereafter knowninventions, which is used or useful in the recordingresearch and development information, 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 databases 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 thereofdata, including, without limitation, each Copyright registration technical data, financial, marketing and application thereforbusiness data, referred to in Schedule 1 heretopricing 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; (iivi) all registrations and applications for registration for any Copyrightof the foregoing, including, without limitation, those registrations and applications for registration set forth in Schedule IV hereto, together with all extensions reissues, divisions, continuations, continuations-in-part, extensions, renewals and renewalsreexaminations thereof; (iiivii) all tangible embodiments of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining thereto; (ivviii) each exclusive Copyright license all agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any of the foregoing to which the Grantor such Grantor, now or hereafter, is a partyparty or a beneficiary, including, without limitation, each Copyright license (all of the foregoing collectively referred to in Schedule 1 hereto;as “IP Agreements”); and (vix) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; (h) the commercial tort claims described in Schedule V hereto (together with any commercial tort claims as to which the Grantors have complied with the requirements of Section 15, the “Commercial 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 pertaining to any of the Collateral; and (vij) any and all Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the foregoingCollateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in subsections (a) through (i) of this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, and (B) cash. Notwithstanding anything herein to the contrary, this Agreement shall not constitute a grant of security interest in (and the term “Collateral” shall be deemed not to include) (A) any lease, license, contract, property rights or agreement to which any Grantor is a party or any of its rights or interests thereunder, to the extent that and for so long as (but only for so long as), the grant of such security interest shall (1) constitute or result in the abandonment, invalidation or unenforceability under applicable law of any right, title or interest of any Grantor therein or (2) constitute or result in a material breach or termination pursuant to the terms of, or a material default, under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions)); (B) any Equipment owned by any Grantor that is subject to a purchase money Lien or a capital lease permitted pursuant to the Indenture if the contract or other agreement in which such Lien is granted (or in the documentation providing for such capital lease) prohibits the creation of any other Lien on such Equipment, but only, in each case, to the extent and for so long as (but only for so long as), the Indebtedness secured by the applicable Lien or the applicable capital Lease has not been repaid in full or the applicable prohibition has not otherwise been removed or terminated; provided that any proceeds, substitutions or replacements of any property included in subclauses (A) and (B) above shall not be excluded (unless such proceeds, substitutions or replacements would itself constitute property excluded under subclause (A) or (B)); (C) any Equity Interests or investment property in any subsidiary or joint venture, (D) motor vehicles and other assets subject to certificates of title and letter of credit rights, or (E) assets requiring perfection through control agreements (excluding deposit accounts (excluding payroll, trust, ▇▇▇▇▇ cash, zero balance and withholding accounts)).

Grant of Security. The To secure the prompt and complete payment and performance of all Secured Obligations, each Grantor hereby pledges, assigns and grants to the Collateral Agent, on behalf of and for the ratable benefit of the Notes Secured Parties, a security interest in the all of such Grantor’s right, title and interest in and to all Intellectual Property to the extent governed by, arising under, pursuant to, or by virtue of, the laws of the United States of America or any state thereof, including the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”): (a) any and all patents and patent applications (whether issued or applied-for in the United States); (b) all inventions and improvements described and claimed therein; (c) all reissues, whether divisions, continuations, renewals, extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now owned or existing or hereafter acquired due or arising: (i) each copyright, whether registered or unregistered (“Copyrights”) owned by the Grantorpayable under and with respect thereto, including, without limitation, copyrights in damages and payments for past and future infringements thereof; and (Ae) all recordings of soundrights to ▇▇▇ for past, present, and future infringements thereof (“Patents”); (a) all trademarks (including service marks), trade names, trade dress, and trade styles, whether registered or not coupled with a visual imageunregistered in the United States, and the registrations and applications for registration thereof and the goodwill of the business symbolized by any method or format the foregoing; (b) all renewals of the foregoing; (c) all income, royalties, damages, and on any substance or material, whether payments now or hereafter known, which is used due 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 thereofpayable with respect thereto, including, without limitation, each Copyright registration damages, claims, and application thereforpayments for past and future infringements thereof; and (d) all rights to ▇▇▇ for past, referred present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing (“Trademarks”); and (a) all copyrights, rights and interests in Schedule 1 heretosuch copyrights, works protectable by copyright, copyright registrations, and applications to register copyright; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; and (d) the right to ▇▇▇ for past, present, and future infringements of any of the foregoing (“Copyrights”); (iiiv) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights of the foregoing in the foregoing provided by international treaties United States Patent and Trademark Office or conventionsthe United States Copyright Office, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a partyas applicable, including, without limitation, each Copyright license referred to the registrations and applications for registration of United States intellectual property set forth in Schedule 1 hereto; I hereto (vas may be supplemented from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof; provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (iv), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any and all claims for damages and injunctive relief for pastExcluded Assets, present and future infringement, violation, misuse or breach with respect to any of the foregoing, with the rightincluding, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating limited to, any intent-to-use trademark applications prior to the filing, and all acceptance by the United States Patent and Trademark Office, of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, if any, to the foregoingextent that, and solely during the period in which, the grant of a security interest therein prior to such filing and acceptance would impair the validity or enforceability of such intent-to-use trademark applications or the resulting trademark registrations under applicable federal law.

Grant of Security. The To secure the prompt and complete payment and performance of all Secured Obligations, each Grantor hereby pledges, assigns and grants to the Collateral Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in the all of such Grantor’s right, title and interest in and to all Intellectual Property to the extent governed by, arising under, pursuant to, or by virtue of, the laws of the United States of America or any state thereof, including the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”): (a) any and all patents and patent applications (whether issued or applied-for in the United States); (b) all inventions and improvements described and claimed therein; (c) all reissues, whether divisions, continuations, renewals, extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now owned or existing or hereafter acquired due or arising: (i) each copyright, whether registered or unregistered (“Copyrights”) owned by the Grantorpayable under and with respect thereto, including, without limitation, copyrights in damages and payments for past and future infringements thereof; and (Ae) all recordings of soundrights to ▇▇▇ for past, present, and future infringements thereof (“Patents”); (a) all trademarks (including service marks), trade names, trade dress, and trade styles, whether registered or not coupled with a visual imageunregistered in the United States, and the registrations and applications for registration thereof and the goodwill of the business symbolized by any method or format the foregoing; (b) all renewals of the foregoing; (c) all income, royalties, damages, and on any substance or material, whether payments now or hereafter known, which is used due 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 thereofpayable with respect thereto, including, without limitation, each Copyright registration damages, claims, and application thereforpayments for past and future infringements thereof; and (d) all rights to ▇▇▇ for past, referred present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing (“Trademarks”); and (a) all copyrights, rights and interests in Schedule 1 heretosuch copyrights, works protectable by copyright, copyright registrations, and applications to register copyright; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; and (d) the right to ▇▇▇ for past, present, and future infringements of any of the foregoing (“Copyrights”); (iiiv) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights of the foregoing in the foregoing provided by international treaties United States Patent and Trademark Office or conventionsthe United States Copyright Office, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a partyas applicable, including, without limitation, each Copyright license referred to the registrations and applications for registration of United States intellectual property set forth in Schedule 1 hereto; I hereto (vas may be supplemented from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof; provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (iv), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any and all claims for damages and injunctive relief for pastExcluded Assets, present and future infringement, violation, misuse or breach with respect to any of the foregoing, with the rightincluding, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating limited to, any intent-to-use trademark applications prior to the filing, and all acceptance by the United States Patent and Trademark Office, of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, if any, to the foregoingextent that, and solely during the period in which, the grant of a security interest therein prior to such filing and acceptance would impair the validity or enforceability of such intent-to-use trademark applications or the resulting trademark registrations under applicable federal law.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured First Lien Parties, a security interest in the such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyright, whether registered or unregistered (“Copyrights”) owned by the Grantor, including, without limitation, copyrights in (A) all recordings of sound, 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”), ) and (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), including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (ii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive written Copyright license to which the Grantor is a party, including, without limitation, each exclusive Copyright license referred to in Schedule 1 hereto; (viii) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (viiv) any and 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 the foregoing.

Grant of Security. The Grantor hereby grants to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties a security interest in the all of Grantor’s right, title and interest in and to the following (all the “IP Collateral”): (a) All copyrights arising under the laws of the following items United States, any other country or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyrightany political subdivision thereof, whether registered or unregistered (“Copyrights”) owned by the Grantorand whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, copyrights all registrations, recordings and applications in the United States Copyright Office; (Ab) All letters patent of the United States, any other country or any political subdivision thereof, all recordings reissues and extensions thereof, and all applications for letters patent of soundthe United States or any other country and all divisions, whether continuations and continuations-in-part thereof; (c) All trademarks, common law trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, logos, domain names and other source or not coupled with a visual imagebusiness identifiers, by any method or format and on any substance or materialall goodwill associated therewith, whether now existing or hereafter knownadopted or acquired, which is used or useful all registrations and recordings thereof, and all applications 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 passagesconnection therewith, whether in form the United States Patent and Trademark Office or in any similar office or agency of instrumental and/or vocal musicthe United States, prose any State thereof or any other country or any political subdivision thereof, or otherwise, irrespective of length (“Publishing Copyrights”) and (C) Computer Software, internet web sites and the content thereof, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (ii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other common law rights of any kind whatsoever of the Grantor accruing thereunder or pertaining related thereto; (ivd) each exclusive Copyright license to which All trade secrets arising under the Grantor is a partylaws of the United States, including, without limitation, each Copyright license referred to in Schedule 1 heretoany other country or any political subdivision thereof; (ve) All rights to obtain any reissues, renewals or extensions of the foregoing; (f) All licenses for any of the foregoing; (g) All causes of action for infringement of the foregoing; (h) Any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all claims of the foregoing; and (i) Any and all claims, with respect to any of the foregoing, for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse misuse, breach or breach with respect to any of the foregoingdefault, with the right, right but not the obligation, no obligation to ▇s▇▇ for such legal and equitable relief and to collect, or otherwise recover, any such damages; and (vi) any and 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 the foregoing.

Grant of Security. The Each Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the Grantor’s rightin, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”)property, whether in each case, wherever located and now owned or existing or at any time hereafter acquired by such Grantor or arising: in which such Grantor now has or at any time in the future may acquire any right, title or interest (icollectively, the “Trademark Collateral”) each copyrightas collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, other indicia of origin or source identification, and general intangibles of a like nature, whether registered or unregistered unregistered, and with respect to any and all of the foregoing: (“Copyrights”) owned by the Grantor, including, without limitation, copyrights in (A) all recordings of sound, 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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (iii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, thereof including, without limitation, each Copyright license referred to the registrations and applications listed in Schedule 1 A attached hereto; , (vii) all extension and renewals thereof, (iii) all of the goodwill of the business connected with the use of and symbolized by any and of the foregoing, (iv) all claims rights to sue or otherwise recover for damages and injunctive relief for any past, present and future infringement, violationdilution, misuse or breach with respect to any other violation thereof, (iv) all Proceeds of the foregoing, with the rightincluding, but not the obligationwithout limitation, to ▇▇▇ for and collectlicense fees, or otherwise recover, such damages; and (vi) any and all Proceeds of, collateral forroyalties, income, royalties payments, claims, damages and other payments proceeds of suit now or hereafter due and and/or payable with respect tothereto, and Supporting Obligations relating to, (v) all other rights of any and all of kind accruing thereunder or pertaining thereto throughout the foregoingworld.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”)property, in each case, wherever located and whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, as security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (a) (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, designs and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter acquired adopted or arising:acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country, union of countries, or any political subdivision of any of the foregoing, or otherwise, and all common-law rights related thereto, including any of the foregoing listed in Schedule 4.9 to the Pledge and Security Agreement (as such schedule may be amended or supplemented from time to time), (ii) the right to, and to obtain, all renewals thereof, (iii) the goodwill of the business symbolized by the foregoing, (iv) other source or business identifiers, designs and general intangibles of a like nature and (v) the right to ▇▇▇ for past, present and future infringements or dilution of any of the foregoing or for any injury to goodwill, and all proceeds of the foregoing, including royalties, income, payments, claims, damages and proceeds of suit (collectively, the “Trademarks”), including all Trademarks listed on Schedule I hereto under the heading “Trademarks”; (i) each copyrightall United States patents, patents issued by any other country, union of countries or any political subdivision of any of the foregoing, and all reissues and extensions thereof, including any of the foregoing listed in Schedule 4.9 to the Pledge and Security Agreement (as such schedule may be amended or supplemented from time to time), (ii) all patent applications pending in the United States or any other country or union of countries or any political subdivision of any of the foregoing and all divisions, continuations and continuations-in-part thereof, including any of the foregoing listed in Schedule 4.9 to the Pledge and Security Agreement (as such schedule may be amended or supplemented from time to time), (iii) all rights to, and to obtain, any reissues or extensions of the foregoing and (iv) all proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages and proceeds of suit (collectively, the “Patents”), including all Patents listed on Schedule I hereto under the heading “Patents”; (i) all copyrights arising under the laws of the United States, any other country, or union of countries, or any political subdivision of any of the foregoing, whether registered or unregistered and whether published or unpublished (“Copyrights”) owned by including those listed in Schedule 4.9 to the Grantor, including, without limitation, copyrights in Pledge and Security Agreement (A) all recordings of sound, whether as such schedule may be amended 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”supplemented from time to time)), (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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (ii) all registrations and recordings thereof, and all applications for registration for any Copyright, together with all extensions in connection therewith and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world world, including all registrations, recordings and applications in the United States Copyright Office, and all mask works (as defined in 17 USC 901), (ii) the right to, and to obtain, all extensions and renewals thereof, and the right to ▇▇▇ for past, present and future infringements of any of the foregoing, (iii) all proceeds of the foregoing, including license, royalties, income, payments, claims, damages, and proceeds of suit and (iv) all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto;thereto (“Copyrights”), including all Copyrights listed on Schedule I hereto under the heading “Copyrights”; and (ivd) each exclusive Copyright license All proceeds (as such term is defined in Section 9-102(a)(64) of the UCC as from time to which time in effect in the Grantor is a partyState of New York), includinggoodwill, without limitationproducts, each Copyright license referred to in Schedule 1 hereto; (v) accessions, rents and profits of any and all claims for damages of the foregoing and injunctive relief for pastall collateral security, present Supporting Obligations and future infringement, violation, misuse or breach guarantees given by any Person with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and 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 the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of such Grantor’s right, title and interest in and to the following (all of the following items following, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or types otherwise) of property being herein collectively referred to such Grantor’s Obligations (as defined in the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising:Guarantee and Collateral Agreement): (i) all United States trademarks, service marks, trade names, domain names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or source identification, and all registrations of and applications to register the foregoing (except for “intent-to-use” applications for trademark or service ▇▇▇▇ registrations filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051) and any new renewals thereof, including each copyrightregistration and application identified in Schedule 1, whether registered (ii) the right to ▇▇▇ or unregistered otherwise recover for any and all past, present and future infringements and dilutions thereof, (“Copyrights”) owned by the Grantor, including, without limitation, copyrights in (Aiii) all recordings income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements and dilutions thereof), and (iv) all other rights of soundany kind whatsoever accruing thereunder or pertaining thereto, whether or not coupled together in each case with a visual imagethe goodwill of the business connected with the use of, by any method or format and on any substance or materialsymbolized by, whether now or hereafter knowneach of the above (collectively, which is used or useful in the recording, production and/or manufacture of records or for any other exploitation of sound (“Recorded Music CopyrightsTrademarks”), ; (Bi) all music compositions or medleys consisting of words United States patents, patent applications 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 thereofpatentable inventions, including, without limitation, each Copyright registration issued patent and patent application thereforidentified on Schedule 1, referred to in Schedule 1 hereto; (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to ▇▇▇ or otherwise recover for any and all rights past, present and future infringements thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining theretothereto (collectively, the “Patents”); (ivi) all United States copyrights, whether or not the underlying works of authorship have been published, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including each exclusive Copyright license registration identified on Schedule 1, (ii) the right to which the Grantor is a party▇▇▇ or otherwise recover for any and all past, present and future infringements thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, each Copyright license referred to payments under all licenses entered into in Schedule 1 heretoconnection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever accruing thereunder or pertaining thereto (collectively, the “Copyrights”); (vd) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and 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 proceeds of the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Intellectual Property Collateral”), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arisingotherwise) of such Grantor’s Obligations: (i) each copyrightall trademarks, whether registered or unregistered (“Copyrights”) owned by the Grantorservice marks, includingtrade names, without limitationcorporate names, copyrights in (A) all recordings of soundcompany names, whether or not coupled with a visual imagebusiness names, by any method or format and on any substance or materialtrade dress, whether now or hereafter knowntrade styles, 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 musiclogos, or other indicia of origin or source identification, Internet domain names, trademark and service ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and 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 new renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the “Trademarks”); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 1, (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to ▇▇▇ or otherwise recover for any and all rights past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining theretothereto (collectively, the “Patents”); (ivi) each exclusive all copyrights, whether or not the underlying works of authorship have been published, including but not limited to copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901 of the Copyright license Act), and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to which the Grantor is a partyworks covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, mask works registrations and mask works applications, and any renewals or extensions thereof, including, without limitation, each Copyright license referred to registration and application identified in Schedule 1 hereto; 1, (vii) the rights to print, publish and distribute any of the foregoing, (iv) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, violation(iv) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (“Copyrights”); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the “Trade Secrets”); (e) (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use, import, export, distribute, offer for sale or sell any invention covered in whole or in part by a Patent, and (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, print, publish, copy, import, export, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with the rightrespect thereto (including, but not the obligationwithout limitation, to ▇▇▇ payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and collect, (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vif) any and all Proceeds 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 proceeds of the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of such Grantor’s 's right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright "Intellectual Property Collateral”"), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arisingotherwise) of such Grantor's Obligations: (i) each copyrightall trademarks, whether registered or unregistered (“Copyrights”) owned by the Grantorservice marks, includingtrade names, without limitationcorporate names, copyrights in (A) all recordings of soundcompany names, whether or not coupled with a visual imagebusiness names, by any method or format and on any substance or materialtrade dress, whether now or hereafter knowntrade styles, 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 musiclogos, or other indicia of origin or source identification, trademark and service ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and 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 new renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the "Trademarks"); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 1, (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to ▇▇▇ or otherwise recover for any and all rights past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining theretothereto (collectively, the "Patents"); (ivi) each exclusive Copyright license all copyrights, whether or not the underlying works of authorship have been published, and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to which the Grantor is a partyworks covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each Copyright license referred to registration and application identified in Schedule 1 hereto; 1, (vii) the rights to print, publish and distribute any of the foregoing, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, violation(iv) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto ("Copyrights"); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the "Trade Secrets"); (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right under any Patent, and (C) any right under any Copyright, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with the rightrespect thereto (including, but not the obligationwithout limitation, to ▇▇▇ payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and collect, (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vif) any and all Proceeds 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 proceeds of the foregoing.

Grant of Security. The Grantor As security for the prompt payment and performance of Borrowers' obligations to Lender hereunder, under the Note and other Loan Documents, Freedom does hereby grants to the Collateral Agentgrant, convey, assign, transfer and set over unto Lender, for the ratable its benefit and that of the Secured Partiesits successors and assigns, and does hereby grant Lender a continuing, first priority security interest in the Grantor’s in, all of Freedom's right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising: to: (i) each copyright, whether registered all charters or unregistered (“Copyrights”) owned other contracts entered into by Freedom in respect of the Grantor, including, without limitation, copyrights in (A) all recordings of sound, 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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; FREEDOM; (ii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever earnings of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a partyFREEDOM, including, without limitationbut not limited, each Copyright license referred to in Schedule 1 hereto; (v) any all moneys and claims for moneys due and to become due with respect thereto, whether as charter hire, freights, passage moneys, loans, indemnities, payments or otherwise, under, and all claims for damages arising out of any breach of (or payment for variation or termination), any charter, contract of affreightment or other contract for the use or employment of the FREEDOM or other operation of the Vessels of every kind whatsoever, (iii) all remuneration for salvage and injunctive relief towage services, demurrage and detention moneys and any other earnings whatsoever due or to become due to Freedom arising from the use or employment of the FREEDOM, (iv) all moneys or other compensation payable by reason of requisition for pasttitle or for hire or other compulsory acquisition of the FREEDOM and all claims for damages in respect of the actual or constructive total loss of the FREEDOM, present and future infringement(v) all proceeds of all of the foregoing (collectively, violationherein called "Freedom Earnings"). As security for the prompt payment and performance of Borrowers' obligations to Lender hereunder, misuse under the Note and other Loan Documents, 215 does hereby grant, convey, assign, transfer and setover to Lender, for its benefit and that of its successors and assigns, and does hereby grant Lender a continuing, first priority security interest in, all of 215's right, title and interest in and to: (ii) all charters or other contracts entered into by 215 in respect of the OCEAN 215; (ii) all earnings of the OCEAN 215, including, but not limited to, all monies and claims for monies due and to become due with respect thereto, whether as charter hire, freights, passage monies, loans, indemnities, payments or otherwise, under, and all claims for damages arising out of any breach of (or payment for variation or termination), any charter, contract of affreightment or other contract for the use or employment of the OCEAN 215 or other operation of the OCEAN 215 of every kind whatsoever, (iii) all remuneration for salvage and towage services, demiurge and detention monies and any other earnings whatsoever due or to become due to 215 arising from the use or employment of the OCEAN 215, (iv) all monies or other compensation payable by reason or requisition for title or for hire or other compulsory acquisition of the OCEAN 215 and all claims for damages in respect of the actual constructive total loss of the OCEAN 215, and (v) all proceeds of all the foregoing (collectively, herein called "215 Earnings"). Notwithstanding anything herein to the contrary, Lender will not exercise any of its rights with respect to any this Section 5.01(a) unless an Event of the foregoing, with the right, but not the obligation, to ▇▇▇ for Default shall have occurred and collect, or otherwise recover, such damages; and (vi) any and 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 the foregoingbe continuing.

Grant of Security. The Each Grantor hereby assigns to Secured Party, for the benefit of the Beneficiaries, and hereby grants to the Collateral AgentSecured Party, for the ratable benefit of the Secured PartiesBeneficiaries, a first priority security interest in the (subject to Permitted Liens) in, all of such Grantor’s right, title and interest in and to the following (all of the following items personal property of such Grantor described in subsections 1(a)-(e) below, in each case whether now or types of property being herein collectively referred to as the “Copyright Collateral”)hereafter existing, whether tangible or intangible, whether now owned or existing hereafter acquired, wherever the same may be located and whether or not subject to the Uniform Commercial Code as it exists on the date of this Agreement, or as it may hereafter acquired or arising:be amended in the State of California (the “Collateral”): (a) all Receivables (the term “Receivables” means (i) each copyrightall rights to payment for Inventory sold or leased or for services rendered, whether registered or unregistered not earned by performance, (“Copyrights”ii) owned all Accounts of such Grantor (including without limitation under any trade name, style or division thereof) arising out of the sale or lease of goods or for services rendered, (iii) all rights in, to and under all purchase orders or receipts for goods or services, and all rights to any goods represented by any of the Grantorforegoing (including, without limitation, unpaid sellers’ rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), (iv) all monies due or to become due under all purchase orders and contracts for the sale of goods or the performance of services or both (whether or not yet earned by performance), (v) all collateral security and guarantees of any kind given by any Person with respect to any of the foregoing and (vi) Accounts, Chattel Paper, Instruments, General Intangibles and other contracts (including all government contracts and all General Intangibles and other rights related to the foregoing), in each case, evidencing or substituted for, any of the foregoing; provided, however, that Receivables that constitute identifiable Proceeds of the ▇▇▇▇ ▇▇▇▇▇▇▇ Collateral shall not be Collateral for purposes hereof; (b) all Inventory and all Documents evidencing rights in Inventory; (c) Deposit Accounts (including all Deposit Accounts identified on Schedule 6 (as such Schedule may be updated from time to time pursuant to this Agreement)) and Securities Accounts and Security Entitlements, Securities and Financial Assets credited thereto (including all cash and other funds or other property held in or on deposit therein) except to the extent constituting identifiable Proceeds of the ▇▇▇▇ ▇▇▇▇▇▇▇ Collateral; (d) all supporting evidence, documents and Records directly relating to any of the above-described property, including, without limitation, copyrights computer programs, disks, tapes and related electronic data processing media, and all rights of such Grantor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers and cabinets in which the same are reflected or maintained; and (Ae) all recordings Proceeds and Accessions of sound, whether or not coupled with a visual image, the foregoing Collateral (including without limitation any Proceeds evidenced by any method Account, Chattel Paper or format any Instrument, or that consist of Supporting Obligations and on Letter of Credit Rights), all products of the foregoing Collateral, and all insurance maintained in respect of the foregoing Collateral and all Proceeds of such insurance. Notwithstanding anything to the contrary in any substance or materialLoan Document, whether now or hereafter known, which is used or useful the following shall not constitute Collateral: (i) Fixed Assets (other than the Term Loan Real Estate and related assets as described in the recording, production and/or manufacture of records or for any other exploitation of sound (“Recorded Music Copyrights”Term Loan Mortgage), (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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (ii) all registrations and applications for registration for any Copyrighteach Grantor’s ownership interest in its Subsidiaries, together with all extensions and renewalswhether evidenced by a stock certificate or otherwise; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining theretoWestern Family Holding Company common stock; (iv) each exclusive Copyright license Grantor’s interest in intellectual property of any kind (other than licenses with respect thereto granted to which Secured Party pursuant to Section 10 of this Agreement and the Grantor is a partyother Loan Documents), including, including (without limitation) trademarks, each Copyright license referred service marks, trade names, copyrights, patents, and technical processes owned or used by such Grantor that relate to in Schedule 1 heretosuch Grantor’s property and operations, together with all goodwill associated therewith; (v) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach with respect to any of assets in the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damagesRabbi Trust; and (vi) Deposit Accounts and Securities Accounts exclusively used for payroll, payroll taxes and/or other employee wage and benefit payments to or for any and all Proceeds ofGrantor’s or its Subsidiaries’ employees, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all and/or for assets of the foregoingRabbi Trust. 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).

Grant of Security. The Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, Party a security interest in the Grantor’s right, title and interest in and to the following (all of the following items or types following, in each case, as to each type of property being herein collectively referred to as the “Copyright Collateral”)described below, whether now owned or existing or hereafter acquired or arising: (i) each copyright, whether registered or unregistered (“Copyrights”) owned by the Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Collateral”): (a) all equipment in all of its forms, including, without limitation, copyrights in (A) all recordings of soundmachinery, whether or not coupled with a visual imagetools, by any method or format motor vehicles, furniture and on any substance or materialfixtures, 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) and all music compositions or medleys consisting of words parts thereof and music, or any dramatic material all accessions thereto 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 thereofall software related thereto, including, without limitation, each Copyright registration software that is embedded in and application thereforis part of the equipment, referred to the extent that such equipment pertains or relates to the manufacture of Products, as defined in Schedule 1 heretothe Loan Agreement (any and all such property being the “Equipment”); (iib) all registrations the License Agreement, as such agreement may be amended, amended and applications for registration for any Copyrightrestated, together with all extensions and renewals; supplemented or otherwise modified from time to time (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party“Pledged Agreement”), including, without limitation, each Copyright license referred (i) all rights of such Grantor to in Schedule 1 heretoreceive moneys due and to become due under or pursuant to the Pledged Agreement, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Pledged Agreement, (iii) claims of such Grantor for damages arising out of or for breach of or default under the Pledged Agreement and (iv) the right of such Grantor to terminate the Pledged Agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Collateral being the “Agreement Collateral”); (vc) any all books and all claims for damages records (including, without limitation, customer lists, credit files, printouts and injunctive relief for past, present other computer output materials and future infringement, violation, misuse or breach with respect records) of the Grantor pertaining to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damagesCollateral; and (vid) any and all Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the foregoingCollateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a) through (c) of this Section 1 and this clause (d)) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, (B) tort claims, including, without limitation, all commercial tort claims and (C) cash.

Grant of Security. The Grantor (a) Each of the Debtors hereby grants to the Collateral Agent, for the ratable benefit of the Secured PartiesLender, a first priority security interest in the Grantorall of such Debtor’s right, title title, and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising:): (i) each copyright, whether registered or unregistered (“Copyrights”) owned by the Grantorall of its Patents and all Patent Licenses to which it is a party, including, without limitationbut not limited to, copyrights in (A) all recordings of sound, whether or not coupled with a visual image, by any method or format and those set forth 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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 A hereto; (ii) all registrations of its Trademarks and applications for registration for any Copyrightall Trademark Licenses to which it is a party, including, but not limited to, those set forth on Schedule B hereto, together with all extensions goodwill of the business connected with the use of, and renewalssymbolized by, each Trademark and each Trademark License; (iii) all of its Copyrights and all Copyright Licenses to which it is a party, including, but not limited to, those set forth on Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor Debtors accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) any and all claims for damages and injunctive relief for past, present present, and future infringement, dilution, misappropriation, violation, misuse misuse, breach, or breach injury with respect to any of the foregoing, with the right, but not the obligation, to ▇s▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds products and proceeds of, collateral for, income, royalties royalties, and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the Collateral of or arising from any of the foregoing. Except as may be set forth on Schedule D hereto, the Debtor is the sole owner of the Collateral, free and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the first priority security interest in the Collateral. Except as set forth on Schedule D hereto, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Party pursuant to this Agreement) covering or affecting the Collateral. So long as this Agreement shall be in effect, the Debtor shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded as of the date hereof or in favor of the Secured Party pursuant to the terms of this Agreement). (b) Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided, however, that, to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this IP Security Agreement shall create a valid security interest in the proceeds of such asset.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, Lender a security interest in the and to all of such Grantor’s right, title and interest in and to the following following, as collateral security for the prompt and complete payment and performance when due (all whether at the stated maturity, by acceleration or otherwise) of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arisingObligations: (i) each copyrightall domestic and foreign patents, whether registered or unregistered (“Copyrights”) owned by the Grantorpatent applications and patentable inventions, including, without limitation, copyrights each issued patent and patent application identified in Schedule 1 hereto all certificates of invention or similar property rights, (Aii) all recordings of soundinventions and improvements described and claimed therein, whether (iii) the right to ▇▇▇ 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 otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other exploitation payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all patent licenses entered into in connection therewith, payments arising out of sound any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringement thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all improvements thereon and all other rights of any kind whatsoever accruing thereunder or pertaining thereto (collectively, the “Recorded Music CopyrightsPatent Collateral”), ; (Bii) all music compositions or medleys consisting of words domestic and musicforeign trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or source identification, Internet domain names, trademark and service ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and 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 renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 hereto; , (ii) all registrations and applications for registration the right to ▇▇▇ or otherwise recover for any Copyrightand all past, together with all extensions present and renewals; future infringements and misappropriations thereof, (iii) all rights income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all trademark licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof), all rights corresponding thereto throughout the world and (iv) all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto;, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the “Trademark Collateral”); provided, however, that the Trademark Collateral shall not include any “intent-to-use” application for registration of a trademark filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act, solely to the extent, if any, and solely during the period, if any, in which the grant of a security interest therein would void said application or impair the validity or enforceability of any registration issuing therefrom; and (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (viii) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and 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 proceeds of the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Intellectual Property Collateral”), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arisingotherwise) of such Grantor’s Obligations: (a) (i) each copyrightall trademarks, whether registered or unregistered (“Copyrights”) owned by the Grantorservice marks, includingtrade names, without limitationcorporate names, copyrights in (A) all recordings of soundcompany names, whether or not coupled with a visual imagebusiness names, by any method or format and on any substance or materialtrade dress, whether now or hereafter knowntrade styles, 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 musiclogos, or other indicia of origin or source identification, Internet domain names, trademark and service ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and 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 new renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the “Trademarks”); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 1, (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to ▇▇▇ or otherwise recover for any and all rights past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining theretothereto (collectively, the “Patents”); (ivi) each exclusive all copyrights, whether or not the underlying works of authorship have been published, including but not limited to copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901 of the Copyright license Act), and all works of authorship and other intellectual property rights therein (including, but not limited to, Business Software, as defined in the Intellectual Property Agreement), all copyrights of works based on, incorporated in, derived from or relating to which the Grantor is a partyworks covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, mask works registrations and mask works applications, and any renewals or extensions thereof, including, without limitation, each Copyright license referred to registration and application identified in Schedule 1 hereto; 1, (vii) the rights to print, publish and distribute any of the foregoing, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, violation(iv) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (“Copyrights”); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the “Trade Secrets”); (e) (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use, import, export, distribute, offer for sale or sell any invention covered in whole or in party by a Patent, and (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, print, publish, copy, import, export, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with the rightrespect thereto (including, but not the obligationwithout limitation, to ▇▇▇ payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and collect, (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vif) any and all Proceeds 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 proceeds of the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Intellectual Property Collateral”), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arising:otherwise) of such Grantor’s Obligations (as defined in the Collateral Agreement): (i) each copyrightall trademarks, whether registered or unregistered (“Copyrights”) owned by the Grantorservice marks, includingtrade names, without limitationcorporate names, copyrights in (A) all recordings of soundcompany names, whether or not coupled with a visual imagebusiness names, by any method or format and on any substance or materialtrade dress, whether now or hereafter knowntrade styles, 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 musiclogos, or other indicia of origin or source identification, trademark and service ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and 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 new renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the “Trademarks”); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent identified in Schedule 1, (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to ▇▇▇ or otherwise recover for any and all rights past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining theretothereto (collectively, the “Patents”); (ivi) each exclusive all copyrights, whether or not the underlying works of authorship have been published, including, but not limited to copyrights in software and databases all Mask Works (as defined in 17 U.S.C. 901 of the Copyright license Act) and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to which the Grantor is a partyworks covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, mask works and mask work applications, and any renewals or extensions thereof, including, without limitation, each Copyright license referred to registration and application identified in Schedule 1 hereto; 1, (vii) the rights to print, publish and distribute any of the foregoing, (iv) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, violation(iv) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto (“Copyrights”); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto (collectively, the “Trade Secrets”); (i) all licenses or agreements, whether written or oral, providing for the grant by or to the Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use, import, export, distribute, offer for sale or sell any invention covered in whole or in part by a Patent, and (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of the right, but not the obligation, to ▇▇▇ for and collect, Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vif) any and 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 proceeds of the foregoing.

Grant of Security. The Grantor (a) Zogenix hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, CHRP a continuing lien on and security interest in the Grantor’s all property and assets now owned or hereafter arising or acquired by Zogenix, wheresoever located, and all right, title and interest in and to the following of Zogenix therein (all of the following items or types of property being herein collectively referred to as collectively, the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyright, whether registered or unregistered (“Copyrights”) owned by the Grantor, including, without limitation, copyrights in the following: (Ai) all recordings of soundAll Accounts, whether or not coupled with a visual image, by any method or format Chattel Paper (including Tangible Chattel Paper 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”Electronic Chattel Paper), Documents, Instruments, Promissory Notes, Commercial Tort Claims and contracts (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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 heretoall claims for damages arising out of any breach of or default thereunder); (ii) all registrations and applications for registration for any Copyright, together with all extensions and renewalsAll Inventory; (iii) All Equipment and all rights Fixtures (other than Excluded European Property, as defined in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining theretoOxford Loan Documents); (iv) each exclusive Copyright license to which the Grantor is a party, All General Intangibles (including, without limitation, each Copyright license referred to in Schedule 1 heretoPayment Intangibles and domain names) and Software; (v) All Trademarks, Patents, copyrights and trade secrets; (vi) All cash, Deposit Accounts, Letter of Credit Rights, Supporting Obligations, Securities (whether certificated or uncertificated) and Investment Property; (vii) All other Goods and personal property of Zogenix, whether tangible or intangible, now owned or hereafter acquired by Zogenix, wheresoever located; (viii) all present and future books, Documents, invoices, records, data, databases, information, statements, correspondence, clinical data, test results, study results and regulatory filings and approvals, in each case, in any form whatsoever; and (ix) all replacements, additions, accessions, substitutions, repairs, guaranties and securities for the foregoing, if any, and all Proceeds, products, rents and profits of or from any and all claims for damages and injunctive relief for pastof the foregoing, present and future infringementall proceeds that constitute property, violationand, misuse to the extent not otherwise included, all payments under insurance (whether or breach not CHRP is the loss payee or beneficiary thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing, with in each case, in any form whatsoever. (b) Without limiting the foregoing, the Collateral includes all of the right, but not title and interest of Zogenix in and to: (i) the obligationRevenue Interest, Revenue Interest Payments and the other Assigned Rights; (ii) all License Agreements, including, without limitation, (1) all rights to receive moneys due or to become due under or pursuant to the License Agreements, (2) all rights to receive proceeds of any insurance, indemnity, warranty or guaranty claim with respect to the License Agreements, (3) all claims for damages arising out of any breach of or default under the License Agreements, and (4) all rights to terminate, amend, supplement, modify or exercise rights or options under the License Agreements, to ▇▇▇ for perform thereunder and collect, or to compel performance and otherwise recover, such damagesexercise all remedies thereunder; and (viiii) any the Included Products, Regulatory Approvals, and all Proceeds ofIntellectual Property, collateral forincluding, incomewithout limitation, royalties Patents, Trademarks, contracts, rights and other payments now licenses necessary or hereafter due and payable with respect touseful to manufacture, and Supporting Obligations relating tohave manufactured, any and all sell, have sold, market or have marketed the Included Products, including, without limitation, the Astellas Co-Promotion Agreement. (c) Each item of Collateral listed in this Section 2 that is defined in Article 8 or Article 9 of the UCC shall have the meaning set forth in the UCC, it being the intention of Zogenix that the description of the Collateral set forth above be construed to include the broadest possible range of assets described herein. Notwithstanding the foregoing, the Collateral shall not be deemed to include any property, if the granting of a security interest therein is contrary to applicable law, provided that upon the cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; provided that in no case shall the definition of Collateral exclude any Accounts, Proceeds of the disposition of any property, or General Intangibles consisting of rights to payment.

Grant of Security. The Grantor Company hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, Purchaser a security interest in all of the GrantorCompany’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising:): (i) each copyrightthe Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service ▇▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered (“Copyrights”) unregistered, now owned or hereafter acquired by the such Grantor, including, without limitation, copyrights in (A) all recordings of sound, whether or not coupled with a visual image, by any method or format the copyright registrations 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 applications 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, including, without limitation, each Copyright registration and application therefor, referred to exclusive copyright licenses set forth in Schedule 1 C hereto; (iiiv) all registrations reissues, divisions, continuations, continuations-in-part, extensions, renewals and applications for registration for reexaminations, post-grant proceedings of any Copyrightof the foregoing, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor Company accruing thereunder or pertaining thereto; (ivv) each exclusive Copyright license to which the Grantor is a partyany and all trade secrets, includingand any and all intellectual property rights in computer software and computer software products now or hereafter existing, without limitationcreated, each Copyright license referred to in Schedule 1 heretoacquired or held; (vvi) any licenses or other rights to use any of the Copyrights, Patents, Trademarks, or trade secrets and all license fees and royalties arising from such use to the extent permitted by such license or rights; (vii) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (viviii) any and all Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the Collateral of or arising from any of the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in the and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), each case whether now owned or existing or hereafter acquired acquired, developed, created or arising: arising and wherever located (i) each copyrightcollectively, the “Copyright Collateral”): all United States, and foreign copyrights (whether or not the underlying works of authorship have been published), including but not limited to copyrights in software and all rights in and to databases, all designs (including but not limited to industrial designs, Protected Designs and Community designs), and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered unregistered, as well as all moral rights, reversionary interests, and termination rights, and, with respect to any and all of the foregoing: (“Copyrights”i) owned by all registrations and applications therefor including, without limitation, the Grantorregistrations and applications listed or required to be listed in Schedule A attached hereto, (ii) all extensions and renewals thereof, (iii) the right to ▇▇▇ or otherwise recover for any past, present and future infringement or other violation thereof, (iv) all Proceeds of the foregoing, including, without limitation, copyrights in (A) all recordings license fees, royalties, income, payments, claims, damages and proceeds of sound, whether or not coupled with a visual image, by any method or format and on any substance or material, whether suit now or hereafter knowndue and/or payable with respect thereto, which is used or useful in the recording, production and/or manufacture of records or for any other exploitation of sound and (“Recorded Music Copyrights”), (Bv) all music compositions other rights of any kind accruing thereunder or medleys consisting pertaining thereto throughout the world; and any and all agreements, licenses and covenants providing for the granting of words and music, any exclusive right to such Grantor in or to 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, registered Copyright including, without limitation, each Copyright registration and application therefor, referred agreement required to be listed in Schedule 1 A attached hereto; (ii) all registrations , and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties right to ▇▇▇ or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) any and all claims for damages and injunctive relief otherwise recover for past, present and future infringementinfringement or other violation or impairment thereof, violation, misuse or breach with respect including the right to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and receive all Proceeds oftherefrom, collateral forincluding without limitation license fees, royalties, income, royalties payments, claims, damages and other payments proceeds of suit, now or hereafter due and and/or payable with respect to, and Supporting Obligations relating to, any and all of the foregoingthereto.

Grant of Security. The Each Grantor hereby grants to the Notes Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Intellectual Property Collateral”), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arisingotherwise) of such Grantor’s Notes Obligations: (a) [(i) each copyrightall trademarks, whether registered service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos or unregistered (“Copyrights”) owned by the Grantorother indicia of origin or source identification, includingtrademark and service mark registrations, without limitation, copyrights in (A) all recordings of sound, whether and applications for trademark or not coupled with a visual image, by service mark registrations and 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 renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 attached hereto; , together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the foregoing, (ii) all registrations and applications for registration the right to sue or otherwise recover for any Copyrightand all past, together with all extensions present and renewals; future infringements, dilutions and other violations thereof, (iii) all rights income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, payments arising out of any other sale, lease, license or conventionsother disposition thereof and damages and payments for past, all rights corresponding thereto throughout the world present or future infringements, dilutions and other violations thereof), and (iv) all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; provided, however, that the term “Intellectual Property Collateral” shall not include any pending “intent-to-use” application for registration of a trademark or service mark filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, to the extent, if any, that, and solely during the period, 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 application under applicable federal Law);] (ivb) each exclusive Copyright license to which the Grantor is a party[(i) all patents, patent applications and patentable inventions, including, without limitation, each Copyright license referred to issued patent and patent application identified in Schedule 1 attached hereto; , (vii) all inventions and improvements described and claimed therein, (iii) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, reexaminations, and extensions thereof, and all improvements thereon, (iv) the right to sue or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and other violations thereof, violation(v) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof), and (vi) all other rights of any kind whatsoever accruing thereunder or pertaining thereto;] (c) [(i) all copyrights, whether or not the underlying works of authorship have been published, including but not limited to copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901 of the U.S. Copyright Act) and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in Schedule 1 attached hereto, (ii) the rights to print, publish and distribute any of the foregoing, with (iii) the right, but not the obligation, right to ▇▇▇ for and collect, sue or otherwise recoverrecover for any and all past, such damages; present and future infringements and other violations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof), and (v) all other rights of any kind whatsoever accruing thereunder or pertaining thereto;] and (vid) any and 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 the foregoing.

Grant of Security. The Grantor THE ASSIGNOR in consideration of One Dollar ($1.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby grants acknowledged, DOES HEREBY ASSIGN, transfer and set over unto the Assignee, and as collateral security for all amounts due and to become due in respect of the Obligations now or hereafter existing, does hereby grant to the Collateral Agent, for the ratable benefit of the Secured Parties, Assignee a security interest in all the Grantor’s right, title title, interest, claim and interest demand of the Assignor in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyrightall charters (whether time or voyage charters, whether registered contract of affreightment or unregistered (“Copyrights”) owned otherwise, and all freights, hire and other moneys earned and to be earned, due or to become due or, paid or payable to, or for the account of, the Assignor, of whatsoever nature, arising out of or as a result of the use, operation or chartering by the GrantorAssignor or its agents of the [ ] documented vessel [ ] Official No. [ ] (the “Vessel”), including, without limitation, copyrights in (A) all recordings rights arising out of soundthe owner’s lien on cargoes and subfreights thereunder, 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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (ii) all registrations moneys and applications claims for registration moneys due and to become due to the Assignor, and all claims for damages, arising out of the breach of any Copyrightand all present and future charter parties, together bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and operations of every kind whatsoever of the Vessel and in and to any and all claims and causes of action for money, loss or damages that may accrue or belong to the Assignor, its successors or assigns arising out of or in any way connected with the present or future use, operation or chartering of the Vessel or arising out of or in any way connected with any and all extensions present and renewals; future requisitions, charter parties, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, and other operations of the Vessel, (iii) all rights in moneys and claims due and to become due to the foregoing provided by international treaties or conventionsAssignor, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) any and all claims for damages and injunctive relief for pastall insurances and other proceeds, present in respect of the requisition of use of or title to the Vessel and future infringement(iv) any proceeds of any of the foregoing and all interest and earnings from the investment of any of the foregoing and the proceeds thereof (collectively, violationthe “Collateral”). [In addition to the aforementioned security interest, misuse or breach the Assignor grants to the Assignee a pledge with respect to any of all rights and interests which the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds of, collateral for, income, royalties and other payments Assignor now or hereafter due at any later time has to, in or in connection with, the Collateral over which the aforementioned security interest does not create a legal, valid and payable binding security interest enforceable in accordance with its terms. To the extent applicable, the provisions of this Assignment relating to the sale, assignment, transfer and set over over the Collateral will apply mutatis mutandis to the pledge with respect to, and Supporting Obligations relating to, any and all of to the foregoing.Collateral.]8

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Patent Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyrightpatent, whether registered patent application, utility model and statutory invention registration, all inventions claimed or unregistered disclosed therein and all improvements thereto (“CopyrightsPatents”) owned by the Grantor, including, without limitation, copyrights in (A) all recordings of sound, 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, including, without limitation, each Copyright registration and application therefor, Patent referred to in Supplemental Schedule 1 hereto; (ii) all registrations and applications for registration for any Copyright, Patent together with all extensions reissues, divisions, continuations, continuations-in-part, extensions, renewals and renewalsreexaminations thereof; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright Patent license to which the Grantor is a party, including, without limitation, each Copyright Patent license referred to in Supplemental Schedule 1 hereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and 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 the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), each case whether now owned or existing or hereafter acquired acquired, developed, created or arising: arising and wherever located (collectively, the “Trademark Collateral”): all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, whether or not registered and with respect to any and all of the foregoing: (i) each copyright, whether registered or unregistered (“Copyrights”) owned by the Grantor, all registrations and applications therefor including, without limitation, copyrights in (A) all recordings of sound, whether the registrations and applications listed 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, including, without limitation, each Copyright registration and application therefor, referred required to be listed in Schedule 1 hereto; A attached hereto under the heading “Trademarks”, (ii) all registrations and applications for registration for extensions or renewals of any Copyrightof the foregoing, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) each exclusive Copyright license the right to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringement, violationdilution or other violation of any of the foregoing or for any injury to the related goodwill, misuse or breach with respect to any (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the rightworld; and any and all agreements, but licenses and covenants providing for the granting of any right in or to any Trademark or otherwise providing for a covenant not the obligation, to ▇▇▇ for and collectinfringement, dilution or otherwise recover, such damages; and (vi) other violation of any and all Proceeds of, collateral for, income, royalties and other payments now Trademark or hereafter due and payable permitting co-existence with respect toto a Trademark (whether such Grantor is licensee or licensor thereunder) including, and Supporting Obligations relating towithout limitation, any and all of each agreement listed or required to be listed in Schedule A attached hereto under the foregoingheading “Trademark Licenses”.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured First Lien Parties, a security interest in the such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyright, whether registered or unregistered (“Copyrights”) owned by the Grantor, including, without limitation, copyrights in (A) all recordings of sound, 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”), ) and (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), including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (ii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive written Copyright license to which the Grantor is a party, including, without limitation, each exclusive Copyright license referred to in Schedule 1 hereto; (viii) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ sue for and collect, or otherwise recover, such damages; and (viiv) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a continuing security interest in the all of such Grantor’s 's right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “"Copyright Collateral”"), whether now owned or existing or hereafter acquired or arising: (i) each copyright, whether registered or unregistered (“Copyrights”) Copyright owned by the Grantor, including, without limitation, copyrights in (A) all recordings of sound, 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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (ii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (viii) any all registrations and all claims applications for damages and injunctive relief registration for past, present and future infringement, violation, misuse or breach with respect to any of the foregoing; (iv) all rights in the foregoing provided by international treaties or conventions, with all rights corresponding thereto throughout the right, but not the obligation, to ▇▇▇ for world and collect, all other rights of any kind whatsoever of such Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (viv) any and 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 the foregoing, including, without limitation, all Proceeds of and revenues from any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, all proceeds and damages relating thereto.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Intellectual Property Collateral”), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arising:otherwise) of such Grantor’s Obligations (as defined in the Collateral Agreement): (a) (i) each copyrightall trademarks, whether registered or unregistered (“Copyrights”) owned by the Grantorservice marks, includingtrade names, without limitationcorporate names, copyrights in (A) all recordings of soundcompany names, whether or not coupled with a visual imagebusiness names, by any method or format and on any substance or materialtrade dress, whether now or hereafter knowntrade styles, 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 musiclogos, or other indicia of origin or source identification, trademark and service ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and 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 new renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the “Trademarks”); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent identified in Schedule 1, (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to ▇▇▇ or otherwise recover for any and all rights past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining theretothereto (collectively, the “Patents”); (ivi) each exclusive all copyrights, whether or not the underlying works of authorship have been published, including but not limited to copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901 of the Copyright license Act) and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to which the Grantor is a partyworks covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, mask works registrations and mask works applications, and any renewals or extensions thereof, including, without limitation, each Copyright license referred to registration and application identified in Schedule 1 hereto; 1, (vii) the rights to print, publish and distribute any of the foregoing, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, violation(iv) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto (“Copyrights”); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto (collectively, the “Trade Secrets”); (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use, import, export, distribute, offer for sale or sell any invention covered in whole or in part by a Patent, and (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, print, publish, copy, import, export, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of the right, but not the obligation, to ▇▇▇ for and collect, Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vif) any and 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 proceeds of the foregoing.

Grant of Security. The Grantor hereby grants to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright [Copyright][Patent][Trademark] Collateral”), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arisingotherwise) of Grantor’s Obligations: (a) [(i) each copyrightall U.S. trademarks, whether registered or unregistered (“Copyrights”) owned by the Grantorservice marks, includingtrade names, without limitationcorporate names, copyrights in (A) all recordings of soundcompany names, whether or not coupled with a visual imagebusiness names, by any method or format and on any substance or materialtrade dress, whether now or hereafter knowntrade styles, 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 musiclogos, or other indicia of origin or source identification, trademark and service ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and 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 new renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 attached hereto; , however, not including any pending “intent-to-use” application for registration of a trademark or service ▇▇▇▇ filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, to the extent, if any, that, and solely during the period, 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 application under applicable federal Law, (ii) all registrations and applications for registration the right to ▇▇▇ or otherwise recover for any Copyrightand all past, together with all extensions present and renewals; future infringements and other violations thereof, (iii) all rights income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, payments arising out of any other sale, lease, license or conventionsother disposition thereof and damages and payments for past, all rights corresponding thereto throughout the world present or future infringements and other violations thereof), (iv) all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above, and (v) any and all proceeds of the foregoing;] (ivb) each exclusive Copyright license to which the Grantor is a party[(i) all U.S. patents, patent applications and patentable inventions, including, without limitation, each Copyright license referred to issued patent and patent application identified in Schedule 1 attached hereto; , (vii) all inventions and improvements described and claimed therein, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and other violations thereof, violation(iv) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof), (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, reexaminations and extensions thereof, all improvements thereon, (vi) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, and (vii) any and all proceeds of the foregoing; and] (c) [(i) all U.S. copyrights, whether or not the underlying works of authorship have been published, and all works of authorship, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in Schedule 1 attached hereto, (ii) the rights to print, publish and distribute any of the foregoing, with (iii) the right, but not the obligation, right to ▇▇▇ for and collect, or otherwise recoverrecover for any and all past, present and future infringements and other violations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof), (v) all other rights of any kind whatsoever of such damages; and Grantor accruing thereunder or pertaining thereto, and (vi) any and 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 proceeds of the foregoing.]

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a continuing security interest in the all of such Grantor’s 's right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright "Trademark Collateral”"), whether now owned or existing or hereafter acquired or arising: (i) each copyright, whether registered or unregistered (“Copyrights”) Trademark owned by the Grantor, Grantor (including, without limitation, copyrights each Trademark registration and application therefore, referred to in Schedule 1 hereto, and all of the goodwill of the business connected with the use of or symbolized by, each Trademark); (Aii) all recordings of sound, whether or not coupled with each Trademark license to which the Grantor is 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 thereofparty, including, without limitation, each Copyright registration and application therefor, Trademark license referred to in Schedule 1 2 hereto, and all of the goodwill of the business connected with the use of, or symbolized by, each Trademark licensed pursuant thereto; (iiiii) all registrations and applications for registration for any Copyrightof the foregoing, together with all extensions and renewalsrenewals thereof; (iiiiv) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (viv) any and 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 the foregoing, including, without limitation, all Proceeds of and revenues from any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, all proceeds and damages relating thereto.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Trademark Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyrightall trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered (“Copyrights”) unregistered, owned by the Grantor, including(provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, without limitationand solely during the period in which, copyrights in (A) all recordings the grant of sound, whether a security interest therein would impair the validity or not coupled with a visual image, by enforceability of 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”registration issuing from such intent-to-use trademark applications under applicable federal law), (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, including, without limitation, each Copyright Trademark registration and application therefor, referred to in Supplemental Schedule 1 hereto, and all of the goodwill of the business connected with the use of, or symbolized by, each Trademark; (ii) each Trademark license to which the Grantor is a party, including, without limitation, each Trademark license referred to in Supplemental Schedule 1 hereto, and all of the goodwill of the business connected with the use of, or symbolized by, each Trademark licensed pursuant thereto; (iii) all registrations and applications for registration for any CopyrightTrademark, together with all extensions and renewalsrenewals thereof; (iiiiv) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and 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 the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a continuing security interest in the all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyright, whether registered or unregistered (“Copyrights”) Copyright owned by the Grantor, including, without limitation, copyrights in (A) all recordings of sound, 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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (ii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (viii) any all registrations and all claims applications for damages and injunctive relief registration for past, present and future infringement, violation, misuse or breach with respect to any of the foregoing; (iv) all rights in the foregoing provided by international treaties or conventions, with all rights corresponding thereto throughout the right, but not the obligation, to ▇▇▇ for world and collect, all other rights of any kind whatsoever of such Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (viv) any and 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 the foregoing, including, without limitation, all Proceeds of and revenues from any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, all proceeds and damages relating thereto.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Intellectual Property Collateral”), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arisingotherwise) of the Secured Obligations: (a) (i) each copyrightall trademarks, whether registered or unregistered (“Copyrights”) owned by the Grantorservice marks, includingtrade names, without limitationcorporate names, copyrights in (A) all recordings of soundcompany names, whether or not coupled with a visual imagebusiness names, by any method or format and on any substance or materialtrade dress, whether now or hereafter knowntrade styles, 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 musiclogos, or any dramatic material and bridging passages, whether in form other indicia of instrumental and/or vocal music, prose origin or otherwise, irrespective of length (“Publishing Copyrights”) and (C) Computer Softwaresource identification, internet web sites domain names, trademark and the content service ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and any new renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the “Trademarks”); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 1, and all certificates of invention or similar industrial property rights, (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to ▇▇▇ or otherwise recover for any and all rights past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining theretothereto (collectively, the “Patents”); (ivi) each exclusive all copyrights, whether or not the underlying works of authorship have been published, including, but not limited to, copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901 of the U.S. Copyright license Act) and all such underlying works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to which the Grantor is a partyworks covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each Copyright license referred to registration and application identified in Schedule 1 hereto; 1, (vii) the rights to print, publish and distribute any of the foregoing, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, violation(iv) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (“Copyrights”); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the “Trade Secrets”); (e) (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right under any Patent, and (C) any right under any Copyright, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (viiii) any and all Proceeds of, collateral for, income, royalties royalties, damages and other payments now or and hereafter due and and/or payable with respect tothereto (including, without limitation, payments under all licenses entered into in connection therewith, and Supporting Obligations relating todamages and payments for past, present or future infringements thereof), and (iv) all other rights of any and all kind whatsoever of the foregoing.such Grantor accruing thereunder or pertaining thereto; and

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Patent Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyrightpatent, whether registered patent application, utility model and statutory invention registration, all inventions claimed or unregistered disclosed therein and all improvements thereto (“CopyrightsPatents”) owned by the Grantor, including, without limitation, copyrights in (A) all recordings of sound, 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, including, without limitation, each Copyright registration and application therefor, Patent referred to in Schedule 1 hereto; (ii) all registrations and applications for registration for any CopyrightPatent, together with all extensions reissues, divisions, continuations, continuations-in-part, extensions, renewals and renewalsreexaminations thereof; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright Patent license to which the Grantor is a party, including, without limitation, each Copyright Patent license referred to in Schedule 1 hereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and 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 the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of such Grantor’s 's right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright "Intellectual Property Collateral”"), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arisingotherwise) of such Grantor's Obligations: (i) each copyrightall trademarks, whether registered or unregistered (“Copyrights”) owned by the Grantorservice marks, includingtrade names, without limitationcorporate names, copyrights in (A) all recordings of soundcompany names, whether or not coupled with a visual imagebusiness names, by any method or format and on any substance or materialtrade dress, whether now or hereafter knowntrade styles, 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 musiclogos, or other indicia of origin or source identification, trademark and service ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and 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 new renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the "Trademarks"); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 1, (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to ▇▇▇ or otherwise recover for any and all rights past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining theretothereto (collectively, the "Patents"); (ivi) each exclusive Copyright license all copyrights, whether or not the underlying works of authorship have been published, and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to which the Grantor is a partyworks covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each Copyright license referred to registration and application identified in Schedule 1 hereto; 1, (vii) the rights to print, publish and distribute any of the foregoing, (iv) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, violation(iv) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto ("Copyrights"); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the "Trade Secrets"); (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use or sell any invention covered in whole or in part by a Patent, and (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with the rightrespect thereto (including, but not the obligationwithout limitation, to ▇▇▇ payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and collect, (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vif) any and all Proceeds 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 proceeds of the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or at any time hereafter acquired by such Grantor or arising:in which such Grantor now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations (as defined in the Guarantee and Collateral Agreement): (a) (i) all United States trademarks, service marks, trade names, domain names, corporate names, company names, business names, trade dress, trade styles or logos and all registrations of and applications to register the foregoing (except for “intent-to-use” applications for trademark or service ▇▇▇▇ registrations filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ 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) and any new renewals thereof, including each registration and application identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and dilutions thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements and dilutions thereof) and (iv) all other rights of any kind whatsoever accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above; (i) all United States patents, patent applications, including without limitation each copyrightissued patent and patent application identified on Schedule 1, whether registered or unregistered (“Copyrights”) owned by the Grantor, including, without limitation, copyrights in (A) all recordings of sound, 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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to ▇▇▇ or otherwise recover for any and all rights past, present and future infringements thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof) and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (ivi) all United States copyrights, whether or not the underlying works of authorship have been published, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including each exclusive Copyright license registration identified on Schedule 1, (ii) the right to which the Grantor is a party▇▇▇ or otherwise recover for any and all past, present and future infringements thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, each Copyright license referred to payments under all licenses entered into in Schedule 1 hereto; (v) any connection therewith, and all claims for damages and injunctive relief payments for past, present or future infringements thereof) and future infringement, violation, misuse (iv) all other rights of any kind whatsoever accruing thereunder or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damagespertaining thereto; and (vid) any and 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 the foregoing.

Grant of Security. The As collateral security for the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise of the Secured Obligations, each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, Agent a security interest in the and continuing lien on all of such Grantor’s right, title and interest in, to and under the following: (a) All United States copyrights (including Community designs), including but not limited to copyrights in software and all rights in and to the following databases, and all Mask Works (all as defined under 17 USC 901 of the following items or types of property being herein collectively referred to as the “United States Copyright Collateral”Act), whether now owned or existing or hereafter acquired or arising: (i) each copyright, whether registered or unregistered unregistered, moral rights, reversionary interests, termination rights, and, with respect to any and all of the foregoing: (“Copyrights”i) owned by the Grantor, all registrations and applications therefor including, without limitation, copyrights in (A) all recordings of sound, whether or not coupled with a visual image, by any method or format the registrations 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, including, without limitation, each Copyright registration and application therefor, applications referred to in Schedule 1 hereto; ; (ii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; renewals thereof; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; world; (iv) each all rights in any material which is copyrightable under, or which is protected by United States federal laws or the law of any state thereof; (v) all rights to ▇▇▇ for past, present and future infringements thereof; and (vi) all Proceeds of the foregoing, including any royalties or income from the Copyright Licenses and any and all payments, claims, damages and proceeds of suit (collectively, the “Copyrights”) and all exclusive Copyright license to which the Grantor is a party, Licenses including, without limitation, each Copyright license any such licenses identified in Schedule 1 hereto.] (b) All United States patents and certificates of invention, or similar industrial property, design or plant rights, for any of the foregoing, including, but not limited to: (i) all registrations, provisional and applications referred to in Schedule 1 hereto; ; (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations therefor; (iii) all rights corresponding thereto throughout the world; (iv) all inventions and improvements described therein; (v) any and all claims for damages and injunctive relief rights to ▇▇▇ for past, present and future infringementinfringements thereof; and (vi) all Proceeds of the foregoing, violationincluding any royalties or income from the Patent Licenses and any and all payments, misuse claims, damages and proceeds of suit (collectively, the “Patents”).] (c) All United States trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or breach with respect business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing including, but not limited to (i) the registrations and applications referred to in Schedule 1 hereto, (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business associated with the rightuse of and symbolized by the foregoing, but not (iv) the obligation, right to ▇▇▇ for past, present and collectfuture infringement or dilution of any of the foregoing or for any injury to goodwill, and (v) all Proceeds of the foregoing, including any royalties or otherwise recover, such damages; and (vi) income from the Trademark Licenses and any and all Proceeds ofpayments, collateral forclaims, income, royalties and other payments now or hereafter due and payable with respect todamages, and Supporting Obligations relating toproceeds of suit (collectively, any and all of the foregoing“Trademarks”).]

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyright, whether registered or unregistered (“Copyrights”) owned by the Grantor, including, without limitation, copyrights in (A) all recordings of sound, 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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (ii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and 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 the foregoing.

Grant of Security. The Grantor hereby grants to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of such Grantor’s 's right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”"INTELLECTUAL PROPERTY COLLATERAL"), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arisingotherwise) of such Grantor's Obligations: (i) each copyrightall trademarks, whether registered or unregistered (“Copyrights”) owned by the Grantorservice marks, includingtrade names, without limitationcorporate names, copyrights in (A) all recordings of soundcompany names, whether or not coupled with a visual imagebusiness names, by any method or format and on any substance or materialtrade dress, whether now or hereafter knowntrade styles, 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 musiclogos, or other indicia of origin or source identification, trademark and service ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and 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 new renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the "TRADEMARKS"); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 1, (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to ▇▇▇ or otherwise recover for any and all rights past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining theretothereto (collectively, the "PATENTS"); (ivi) each exclusive Copyright license all copyrights, whether or not the underlying works of authorship have been published, and all works of authorship and other intellectual property rights therein (including, but not limited to, Business Software, as defined in the Intellectual Property Agreement), all copyrights of works based on, incorporated in, derived from or relating to which the Grantor is a partyworks covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each Copyright license referred to registration and application identified in Schedule 1 hereto; 1, (vii) the rights to print, publish and distribute any of the foregoing, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, violation(iv) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto ("COPYRIGHTS"); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto (collectively, the "TRADE SECRETS"); (i) all licenses or agreements, whether written or oral, providing for the grant by or to the Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right under any Patent, and (C) any right under any Copyright, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of the right, but not the obligation, to ▇▇▇ for and collect, Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vif) any and 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 proceeds of the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Intellectual Property Collateral”), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arisingotherwise) of the Secured Obligations: (a) (i) each copyrightall trademarks, whether registered or unregistered (“Copyrights”) owned by the Grantorservice marks, includingtrade names, without limitationcorporate names, copyrights in (A) all recordings of soundcompany names, whether or not coupled with a visual imagebusiness names, by any method or format and on any substance or materialtrade dress, whether now or hereafter knowntrade styles, 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 musiclogos, or any dramatic material and bridging passages, whether in form other indicia of instrumental and/or vocal music, prose origin or otherwise, irrespective of length (“Publishing Copyrights”) and (C) Computer Softwaresource identification, internet web sites domain names, trademark and the content service ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and any new renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the “Trademarks”); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 1, and all certificates of invention or similar industrial property rights, (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to ▇▇▇ or otherwise recover for any and all rights past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining theretothereto (collectively, the “Patents”); (ivi) each exclusive all copyrights, whether or not the underlying works of authorship have been published, including, but not limited to, copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901 of the U.S. Copyright license Act) and all such underlying works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to which the Grantor is a partyworks covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each Copyright license referred to registration and application identified in Schedule 1 hereto; 1, (vii) the rights to print, publish and distribute any of the foregoing, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, violation(iv) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (“Copyrights”); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the “Trade Secrets”); (e) (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use or sell any invention covered in whole or in part by a Patent, and (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and, (viiii) any and all Proceeds of, collateral for, income, royalties royalties, damages and other payments now or and hereafter due and and/or payable with respect tothereto (including, without limitation, payments under all licenses entered into in connection therewith, and Supporting Obligations relating todamages and payments for past, present or future infringements thereof), and (iv) all other rights of any and all kind whatsoever of the foregoing.such Grantor accruing thereunder or pertaining thereto; and

Grant of Security. The As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby grants to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, a security interest in the and continuing lien on all of such Grantor’s right, title and interest in in, to and to the following (under any and all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”)assets, in each case whether now owned or existing or hereafter acquired and wherever located (collectively, the “Trademark Collateral”): all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, Internet domain name licenses, service marks, certification marks, collective marks, logos, other source or arising: (i) each copyrightbusiness identifiers, whether registered or unregistered (“Copyrights”) owned by the Grantor, including, without limitation, copyrights in (A) all recordings designs and general intangibles of sounda like nature, whether or not coupled registered, and with a visual image, by respect to any method or format and on any substance or material, whether now or hereafter known, which is used or useful in all of the recording, production and/or manufacture of records or for any other exploitation of sound foregoing: (“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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (iii) all registrations and applications for registration for any Copyrighttherefor, together with including the registrations and applications required to be set forth on Schedule A under the heading “Trademark Registrations and Applications” (as such schedule may be supplemented or amended from time to time pursuant hereto), (ii) all extensions and renewals; or renewals of any of the foregoing, (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) each exclusive Copyright license the right to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringement, violationdilution or other violation of any of the foregoing or for any injury to the related goodwill, misuse or breach with respect to any (v) all Proceeds of the foregoing, with the rightincluding license fees, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds of, collateral forroyalties, income, royalties payments, claims, damages, and other payments proceeds of suit now or hereafter due and and/or payable with respect tothereto, and Supporting Obligations relating to, (vi) all other rights of any and all of kind accruing thereunder or pertaining thereto throughout the foregoingworld; provided that Trademark Collateral shall not include Excluded Assets.

Grant of Security. The Each Grantor hereby assigns to Secured Party, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, Party a security interest in the in, all of such Grantor’s right, title and interest in and to the following (all of the following items personal property of such Grantor described in subsections 1(a)-(d) below, in each case whether now or types of property being herein collectively referred to as the “Copyright Collateral”)hereafter existing, whether tangible or intangible, whether now owned or existing hereafter acquired, wherever the same may be located and whether or not subject to the Uniform Commercial Code as it exists on the date of this Agreement, or as it may hereafter acquired or arising:be amended in the State of California (the “Collateral”): (a) all Receivables (the term “Receivables” means (i) each copyrightall rights to payment for Inventory sold or leased or for services rendered, whether registered or unregistered not earned by performance and whether evidenced by an Account, Chattel Paper, Instrument, General Intangible or otherwise, (“Copyrights”ii) owned all accounts receivable of Debtor (including without limitation under any trade name, style or division thereof) arising out of the sale or lease of goods or for services rendered, (iii) all rights in, to and under all purchase orders or receipts for goods or services, and all rights to any goods represented by any of the Grantor, foregoing (including, without limitation, copyrights unpaid sellers’ rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), (Aiv) all recordings monies due or to become due under all purchase orders and contracts for the sale of sound, goods or the performance of services or both (whether or not coupled with a visual image, yet earned 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”performance) and (C) Computer Software, internet web sites and the content thereof, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (iiv) all registrations collateral security and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights guarantees of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) given by any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach Person with respect to any of the foregoing); provided, with however, that Receivables that constitute Proceeds of the right, but not the obligation, to ▇▇▇▇ ▇▇▇▇▇▇▇ Collateral shall not be Collateral for purposes hereof; (b) all Inventory and collectall Documents evidencing rights in Inventory; (c) all supporting evidence, documents and Records directly relating to any of the above-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of such Grantor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers and cabinets in which the same are reflected or otherwise recover, such damagesmaintained; and (vid) all Proceeds and Accessions of the foregoing Collateral (including without limitation any Proceeds evidenced by any Account, Chattel Paper or any Instrument, or that consist of Supporting Obligations and Letter of Credit Rights), all products of the foregoing Collateral, and all insurance maintained in respect of the foregoing Collateral and all Proceeds ofof such insurance. (e) Notwithstanding anything to the contrary in any Loan Document, collateral forthe following shall not constitute Collateral: (i) Fixed Assets; (ii) each Grantor’s ownership interest in its Subsidiaries, incomewhether evidenced by a stock certificate or otherwise; (iii) Western Family Holding Company common stock; (iv) each Grantor’s interest in intellectual property of any kind, royalties and other payments now or hereafter due and payable with respect toincluding (without limitation) trademarks, service marks, trade names, copyrights, patents, and Supporting Obligations relating totechnical processes owned or used by such Grantor that relate to such Grantor’s property and operations, any and together with all goodwill associated therewith; and (v) assets in the Rabbi Trust. Each category of Collateral set forth above shall have the foregoingmeaning set forth in the UCC (to the extent such term is defined in the UCC).

Grant of Security. The Each Grantor hereby grants to the Notes Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Intellectual Property Collateral”), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arising:otherwise) of such Grantor’s Notes Obligations: 1 Insert appropriate sequential numeric reference. (a) [(i) each copyrightall trademarks, whether registered service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos or unregistered (“Copyrights”) owned by the Grantorother indicia of origin or source identification, includingtrademark and service mark registrations, without limitation, copyrights in (A) all recordings of sound, whether and applications for trademark or not coupled with a visual image, by service mark registrations and 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 renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 attached hereto; , together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the foregoing, (ii) all registrations and applications for registration the right to sue or otherwise recover for any Copyrightand all past, together with all extensions present and renewals; future infringements, dilutions and other violations thereof, (iii) all rights income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, payments arising out of any other sale, lease, license or conventionsother disposition thereof and damages and payments for past, all rights corresponding thereto throughout the world present or future infringements, dilutions and other violations thereof), and (iv) all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; provided, however, that the term “Intellectual Property Collateral” shall not include any pending “intent-to-use” application for registration of a trademark or service mark filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, to the extent, if any, that, and solely during the period, 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 application under applicable federal Law);] (ivb) each exclusive Copyright license to which the Grantor is a party[(i) all patents, patent applications and patentable inventions, including, without limitation, each Copyright license referred to issued patent and patent application identified in Schedule 1 attached hereto; , (vii) all inventions and improvements described and claimed therein, (iii) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, reexaminations, and extensions thereof, and all improvements thereon, (iv) the right to sue or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and other violations thereof, violation(v) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof), and (vi) all other rights of any kind whatsoever accruing thereunder or pertaining thereto;] (c) [(i) all copyrights, whether or not the underlying works of authorship have been published, including but not limited to copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901 of the U.S. Copyright Act) and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in Schedule 1 attached hereto, (ii) the rights to print, publish and distribute any of the foregoing, with (iii) the right, but not the obligation, right to ▇▇▇ for and collect, sue or otherwise recoverrecover for any and all past, such damages; present and future infringements and other violations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof), and (v) all other rights of any kind whatsoever accruing thereunder or pertaining thereto;] and (vid) any and 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 the foregoing.

Grant of Security. The Grantor (a) Each of the Debtors hereby grants to the Collateral Agent, for the ratable benefit of the Secured PartiesLender, a first priority security interest (subject to Permitted Liens), in the Grantorall of such Debtor’s right, title title, and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising:): (i) each copyright, whether registered or unregistered (“Copyrights”) owned by the Grantorall of its Patents and all Patent Licenses to which it is a party, including, without limitationbut not limited to, copyrights in (A) all recordings of sound, whether or not coupled with a visual image, by any method or format and those set forth 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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 A hereto; (ii) all registrations of its Trademarks and applications for registration for any Copyrightall Trademark Licenses to which it is a party, including, but not limited to, those set forth on Schedule B hereto, together with all extensions goodwill of the business connected with the use of, and renewalssymbolized by, each Trademark and each Trademark License; (iii) all of its Copyrights and all Copyright Licenses to which it is a party, including, but not limited to, those set forth on Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor Debtors accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) any and all claims for damages and injunctive relief for past, present present, and future infringement, dilution, misappropriation, violation, misuse misuse, breach, or breach injury with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ sue for and collect, or otherwise recover, such damages; and; (vi) any and all Proceeds products and proceeds of, collateral for, income, royalties royalties, and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the Collateral of or arising from any of the foregoing. Except as may be set forth on Schedule D hereto, the Debtor is the sole owner of the Collateral, free and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the first priority security interest (subject to Permitted Liens) in the Collateral. Except as set forth on Schedule D hereto, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Party pursuant to this Agreement) covering or affecting the Collateral. So long as this Agreement shall be in effect, the Debtor shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded as of the date hereof or in favor of the Secured Party pursuant to the terms of this Agreement); and (vii) all of its domain names, including, but not limited to, those set forth on Schedule E hereto. (b) Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided, however, that, to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this IP Security Agreement shall create a valid security interest in the proceeds of such asset.

Grant of Security. The Each Grantor hereby grants to the Canadian Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Intellectual Property Collateral”), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arisingotherwise) of such Grantor’s Obligations: (i) each copyrightall trademarks, whether registered or unregistered (“Copyrights”) owned by the Grantorservice marks, includingtrade names, without limitationcorporate names, copyrights in (A) all recordings of soundcompany names, whether or not coupled with a visual imagebusiness names, by any method or format and on any substance or materialtrade dress, whether now or hereafter knowntrade styles, 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 musiclogos, or other indicia of origin or source identification, Internet domain names, trademark and service ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and 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 new renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the “Trademarks”); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 1, (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to ▇▇▇ or otherwise recover for any and all rights past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining theretothereto (collectively, the “Patents”); (ivi) each exclusive Copyright license all copyrights, whether or not the underlying works of authorship have been published, including but not limited to which copyrights in software and databases, and all works of authorship and other intellectual property rights therein (including, but not limited to, Business Software, as defined in the Grantor is a partyIntellectual Property Agreement), all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each Copyright license referred to registration and application identified in Schedule 1 hereto; 1, (vii) the rights to print, publish and distribute any of the foregoing, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, violation(iv) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (“Copyrights”); (d) all industrial designs, design patents and other designs, all registrations and recordings thereof and all applications in connection therewith including all registrations, recordings and applications identified in Schedule 1, (ii) all records thereof and all reissues, extensions or renewals thereof, (iii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (“Industrial Designs”); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the “Trade Secrets”); (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use, import, export, distribute, offer for sale or sell any invention covered in whole or in part by a Patent, (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, print, publish, copy, import, export, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1, and (D) any right under any Industrial Design, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with the rightrespect thereto (including, but not the obligationwithout limitation, to ▇▇▇ payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and collect, (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vif) any and all Proceeds 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 proceeds of the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of such Grantor’s 's right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright "Intellectual Property Collateral”"), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arisingotherwise) of such Grantor's Obligations: (i) all trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other indicia of origin or source identification, trademark and service mark registrations, and applications for trademark or service mark r▇▇▇▇trations and any new renewals thereof, including, without ▇▇▇▇tation, each copyrightregistration and application identified in Schedule 1, whether registered (ii) the right to sue or unregistered otherwise recover ▇or any and all past, present and future infringements and misappropriations thereof, (“Copyrights”iii) owned by the Grantorall income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, copyrights payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (Aiv) all recordings other rights of soundany kind whatsoever of such Grantor accruing thereunder or pertaining thereto, whether or not coupled together in each case with a visual imagethe goodwill of the business connected with the use of, by any method or format and on any substance or materialsymbolized by, whether now or hereafter knowneach of the above (collectively, which is used or useful in the recording, production and/or manufacture of records or for any other exploitation of sound "Trademarks"); (“Recorded Music Copyrights”), (Bi) all music compositions or medleys consisting of words patents, patent applications 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 thereofpatentable inventions, including, without limitation, each Copyright registration issued patent and patent application therefor, referred to identified in Schedule 1 hereto; 1, (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to sue or otherwise recover for any and all rights past, present and future in▇▇▇ngements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining theretothereto (collectively, the "Patents"); (ivi) each exclusive all copyrights, whether or not the underlying works of authorship have been published, including, but not limited to copyrights in software and databases all Mask Works (as defined in 17 U.S.C. 901 of the Copyright license Act) and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to which the Grantor is a partyworks covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, mask works and mask work applications, and any renewals or extensions thereof, including, without limitation, each Copyright license referred to registration and application identified in Schedule 1 hereto; 1, (vii) the rights to print, publish and distribute any of the foregoing, (iv) the right to sue or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementin▇▇▇ngements and misappropriations thereof, violation(iv) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto ("Copyrights"); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, (ii) the right to sue or otherwise recover for any and all past, present and future in▇▇▇ngements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the "Trade Secrets"); (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use, import, export, distribute, offer for sale or sell any invention covered in whole or in part by a Patent, and (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to sue or otherwise recover for any and all past, present and future in▇▇▇ngements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with the rightrespect thereto (including, but not the obligationwithout limitation, to ▇▇▇ payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and collect, (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vif) any and all Proceeds 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 proceeds of the foregoing.

Grant of Security. The Grantor GKI hereby assigns and pledges to the ----------------- Secured Party for its benefit, and hereby grants to the Collateral Agent, Secured Party for the ratable its benefit of the Secured Parties, a security interest in, the following (collectively, the "Collateral"), ---------- to the extent it is lawfully able to do so: (a) all of GKI's right, title and interest in all of those plots, pieces or parcels of land, and all accessions thereto now owned by GKI (the "Land"), to the extent, if any, described in Part I of Schedule I attached ---- hereto and made a part hereof, together with the right, title and interest of GKI, if any, in and to the following: (i) the streets, the land lying in the Grantor’s bed of any streets, roads or avenues, opened or proposed standing in front of, adjoining or abutting the Land to the center line thereof, the air space and development rights pertaining to the Land and right to use such air space and development rights, all rights of way, privileges, liberties, tenements, hereditaments and appurtenances belonging or in way appertaining thereto, all easements benefiting the Land and all royalties and all rights appertaining to the use and enjoyment of the Land, including, without limitation, all alley, vault, drainage, mineral, water, oil and gas rights, timber, sewers, pipes, conduits, wires and other facilities furnishing utility or other services to the Land and other similar rights, together with all of the buildings and other improvements erected on the Land, (ii) all rents, issues, profits, royalties, avails, income and other benefits derived or owned by GKI directly or indirectly from the foregoing property, (iii) all rights of GKI under all existing leases, licenses, occupancy agreements, concessions or other arrangements, whether written or oral, whereby GKI is granted the right to use, possess or occupy, or conduct any business on, or any estate in, the foregoing property or any part thereof, or whereby any person agrees to pay money to GKI or exchange other consideration with GKI for the use, possession or occupancy of, or the conducting of any business on, or any estate in, the foregoing property or any part thereof, and all rents, income, benefits, avails, advantages and claims against guarantors under any thereof, including, without limitation, the leases and mortgages, if any, set forth in Part I of Schedule I attached hereto and made a part hereof, and (iv) all rights of GKI, if any, to plans and specifications, designs, drawing and other matters prepared in connection with the foregoing property (any and all such property and related rights being the "Real Property"); ------------- (b) all of GKI's right, title and interest now owned in and to all equipment to the extent, if any, described on Part II of Schedule I attached hereto and made a part hereof, in all of its forms, wherever located, all fixtures and all parts thereof and all accessions thereto (any and all such equipment, fixtures, parts and accessions being the "Equipment"); --------- (c) all of GKI's right, title and interest, whether now owned or hereafter acquired, in and to all inventory to the extent, if any, described on Part III of Schedule I attached hereto and made a part hereof, in all of its forms, wherever located, now or hereafter existing (including, but not limited to, (i) 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 GKI has an interest is mass or a joint or other interest or right of any kind (including, without limitation, goods as in which GKI has an interest or right as consignee) and (iii) goods that are returned to or repossessed by GKI), and all accessions thereto and products thereof and documents therefor (any and all such inventory, accessions, products and documents being the "Inventory"); --------- (d) all of GKI's right, title and interest now owned in and to all accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles and other obligations of any kind to the extent, if any, described on Part IV of Schedule I attached hereto and made a part hereof, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all existing rights 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, other than any governmental licenses, to the extent the assignment of any such license would violate applicable law (any and all such accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles and obligations, to the extent not referred to in clauses (e) and (f) below, being the "Receivables", and any and all such leases, security agreements ----------- and other contracts being the "Related Contracts"); ----------------- (e) all of GKI's right, title and interest in and to each of the following agreements benefiting GKI to which it is a party to the extent, if any, described on Part V of Schedule I attached hereto and made a part hereof, in each case as such agreements may be amended or otherwise modified from time to time (collectively, the "Assigned Agreements"), including, without ------------------- limitation, (i) all rights of GKI to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of GKI to receive proceeds or any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of GKI for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of GKI 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) to the extent, if any, described on Part VI of Schedule I attached hereto and made a part hereof, all copyrights, patents, registered designs (including applications and rights to apply therefor), inventions, rights in tradenames, trademarks and service marks, whether or not registered (including applications and rights to apply therefor), confidential information, trade secrets, know-how and fees, royalties and other rights or every nature deriving from or incidental to any of the foregoing (any and all such copyrights, patents, inventions and other proprietary rights being the "Intellectual Property"); --------------------- (g) all proceeds of any and all of the following items or types foregoing Collateral, to the extent, if any, described on Part VII of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyright, whether registered or unregistered (“Copyrights”) owned by the GrantorSchedule I attached hereto and made a part hereof, including, without limitation, copyrights proceeds that constitute property of the types described in clauses (Aa) - (f) of this Section 1 and, to the extent not otherwise included, all recordings of sound, (i) payments under insurance (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 the Secured Party is used or useful in the recording, production and/or manufacture of records or for any other exploitation of sound (“Recorded Music Copyrights”loss payee thereof), (B) all music compositions or medleys consisting of words and music, or any dramatic material and bridging passagesindemnity, whether in form warranty or guaranty, payable by reason of instrumental and/or vocal music, prose loss or otherwise, irrespective of length (“Publishing Copyrights”) and (C) Computer Software, internet web sites and the content thereof, including, without limitation, each Copyright registration and application therefor, referred damage to in Schedule 1 hereto; (ii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach otherwise with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for foregoing Collateral and collect, or otherwise recover, such damages; and (viii) any and 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 the foregoingcash.

Grant of Security. The Grantor hereby grants unconditionally grants, assigns, and pledges to the Collateral Agent, for the ratable benefit of Secured Party to secure the Secured Parties, Obligations a continuing security interest (hereinafter referred to as the "Security Interest") in the all of Grantor’s 's right, title and interest in and to the following Arlington Plant Site, the Nampa Plant Site, the Transferred Equipment, the Transferred Germplasm, the Transferred Know-How, the Transferred Patents, the Transferred PVPs (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyright, whether registered or unregistered (“Copyrights”) owned by the Grantor, including, without limitation, copyrights in (A) all recordings of sound, 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 such terms are defined 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”APSA) and the General Intangibles described therein (C) Computer Softwaretogether, internet web sites and the content thereof, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (ii) all registrations and applications for registration for any Copyright"Collateral"), together with all extensions and renewals; of the proceeds (iii) all rights as that term is defined in the foregoing provided by international treaties Code) and products, whether tangible or conventionsintangible, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder foregoing, including proceeds of insurance or pertaining thereto; (iv) each exclusive Copyright license Commercial Tort Claims covering or relating to which any or all of the Grantor is a partyforegoing, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) and any and all claims for damages Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment 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 injunctive relief for pastall rights arising out of the foregoing, present and future infringement, violation, misuse or breach 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 rightuse of, but 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 the obligationinsured, and, to ▇▇▇ for and collectthe 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 recover, such damages; and (vi) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, to any and all of the foregoingforegoing (the "Proceeds").

Grant of Security. The Grantor To secure the Secured Obligations now or hereafter owed or to be performed by such Assignor, each Assignor hereby grants grants, sells, conveys, assigns, transfers, mortgages and pledges to the Collateral AgentAssignee, and unto the Assignee’s successors and assigns, on behalf of an for the ratable benefit of the Secured PartiesCreditors, all its right, title, interest, claim and demand in and to, and hereby also grants unto the Assignee a continuing security interest in (hereinafter referred to as the Grantor’s right, title and interest “Security Interest”) in and to the following and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Assignor, and regardless of where located (all of the following items or types of property being herein which are collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising:): (i) the earnings of the Vessel, including, but not limited to, all freight, hire and passage moneys, proceeds of off-hire insurance, any other moneys earned and to be earned, due or to become due, or paid or payable to, or for the account of, each copyrightsuch Assignor, of whatsoever nature, arising out of or as a result of the ownership, use, operation or management by each such Assignor or its respective agents of the Vessel, (ii) all moneys and claims for moneys due and to become due to each such Assignor under and all claims for damages arising out of the breach (or payments for variation or termination) of any charter, or contract relating to or under which is employed the Vessel, any and all other present and future charter parties, contracts of affreightment, and operations of every kind whatsoever of the Vessel, and in and to any and all claims and causes of action for money, loss or damages that may now and hereafter accrue or belong to each such Assignor, its respective successors or assigns, arising out of or in any way connected with the present or future ownership, use, operation or management of the Vessel or arising out of or in any way connected with the Vessel, (iii) if the Vessel is employed on terms whereby any money falling within clauses (i) or (ii) above are pooled or shared with any other Person, that proportion of the net receipts of the pooling or sharing arrangements which is attributable to the Vessel, (iv) all moneys and claims for moneys due and to become due to each such Assignor, and all claims for damages, in respect of the actual or constructive total loss of or requisition of use of or title to the Vessel, (v) all moneys and claims for moneys due in respect of demurrage or detention, and (vi) any proceeds of any of the foregoing (the above clauses (i) through (vi), collectively, the “Earnings Collateral”); (b) (i) all insurances required pursuant to Section 7.03 (Maintenance of Property; Insurance) of the Credit Agreement in respect of the Vessel, whether registered now or unregistered hereafter to be effected, and all renewals of or replacements for the same, (ii) all claims, returns of premium and other moneys and claims for moneys due and to become due under said insurance or in respect of said Insurance, (iii) all other rights of the Assignors under or in respect of said Required Insurance and (iv) any proceeds of any of the foregoing (the above clauses (i) through (iv), collectively, the “CopyrightsInsurance Collateral”); (i) owned all of the Assignors’ right, title, interest, claim and demand in and to each charter or similar contract of employment of the Vessel with a term in excess of thirty (30) months (each a “Pledged Charter”), all earnings, freights and other receivables payable thereunder, and all amounts due to an Assignor thereunder, (ii) all claims, rights, remedies, powers and privileges for moneys due and to become due to an Assignor pursuant to the Pledged Charter, (iii) all claims, rights, remedies, powers and privileges for failure of the charterer to meet any of its obligations under the Pledged Charter, (iv) the right to make all waivers, consents and agreements under the Pledged Charter, (v) the right to give and receive all notices and other instruments or communications under the Pledged Charter, (vi) the right to take such action, including the commencement, conduct and consummation of legal, administrative or other proceedings, as shall be permitted by the GrantorPledged Charter, or by law, and (vii) the right to do any and all other things whatsoever which such Assignor is, or may be, entitled to do under the Pledged Charter including, without limitation, copyrights termination of the Pledged Charter pursuant to the terms and conditions stated therein; provided that no Assignor shall be required to assign a Pledged Charter with respect to any charter or similar contract of employment if, and to the extent, an assignment thereof is prohibited thereby or in violation thereof; provided, further, that such Assignor shall be required to assign a Pledged Charter with respect to such charter or similar contract of employment at such time as the relevant prohibition shall no longer be applicable (Athe above clauses (i) through (vii), collectively, the “Charterparty Collateral”); and (d) all recordings accessions to, substitutions and replacements for, proceeds and products of sound, 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 of 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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (ii) all registrations and applications for registration for any Copyrightforegoing, together with all extensions books and renewals; (iii) all rights in the foregoing provided by international treaties or conventionsrecords, all rights corresponding computer files, programs, printouts and other computer materials and records related thereto throughout the world and all other rights of collateral security and guarantees given by any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach person with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and 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 the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a continuing security interest in the all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Trademark Collateral”), whether now owned or existing or hereafter acquired or arising: (i) each copyright, whether registered or unregistered (“Copyrights”) Trademark owned by the Grantor, including, without limitation, copyrights in Grantor (A) all recordings of sound, 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, including, without limitation, each Copyright Trademark registration and application therefor, referred to in Schedule 1 hereto, and all of the goodwill of the business connected with the use of or symbolized by, each Trademark); (ii) each Trademark license to which the Grantor is a party, including, without limitation, each Trademark license referred to in Schedule 2 hereto, and all of the goodwill of the business connected with the use of, or symbolized by, each Trademark licensed pursuant thereto; (iii) all registrations and applications for registration for any Copyrightof the foregoing, together with all extensions and renewalsrenewals thereof; (iiiiv) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (viv) any and 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 the foregoing, including, without limitation, all Proceeds of and revenues from any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, all proceeds and damages relating thereto.

Grant of Security. The Each Grantor hereby assigns and transfers to the Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Note Secured Parties, a security interest in the Grantor’s rightin, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”)property, whether in each case, wherever located and now owned or existing or at any time hereafter acquired by such Grantor or arising: in which such Grantor now has or at any time in the future may acquire any right, title or interest (icollectively, the “Trademark Collateral”) each copyrightas collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, other indicia of origin or source identification, and general intangibles of a like nature, whether registered or unregistered unregistered, and with respect to any and all of the foregoing: (“Copyrights”) owned by the Grantor, including, without limitation, copyrights in (A) all recordings of sound, 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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (iii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, thereof including, without limitation, each Copyright license referred to the registrations and applications listed in Schedule 1 A attached hereto; , (vii) all extension and renewals thereof, (iii) all of the goodwill of the business connected with the use of and symbolized by any and of the foregoing, (iv) all claims rights to sue or otherwise recover for damages and injunctive relief for any past, present and future infringement, violationdilution, misuse or breach with respect to any other violation thereof, (iv) all Proceeds of the foregoing, with the rightincluding, but not the obligationwithout limitation, to ▇▇▇ for and collectlicense fees, or otherwise recover, such damages; and (vi) any and all Proceeds of, collateral forroyalties, income, royalties payments, claims, damages and other payments proceeds of suit now or hereafter due and and/or payable with respect tothereto, and Supporting Obligations relating to, (v) all other rights of any and all of kind accruing thereunder or pertaining thereto throughout the foregoingworld.

Grant of Security. The Each Grantor hereby grants to the Agent, to the extent provided in Section 2.1 of the Guarantee and Collateral AgentAgreement, for the ratable benefit of the Secured Parties, a security interest in the all of such Grantor’s right, title and interest in and to the following (the “IP Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Guarantor Obligations (as defined in the Guarantee and Collateral Agreement): (i) all United States and foreign copyrights, whether or not the underlying works of authorship have been published and whether as author, assignee, transferee or otherwise, including but not limited to copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901 of the following U.S. Copyright Act) and all works of authorship, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations, copyright applications, mask works registrations and mask works applications, and any renewals or extensions thereof, including each registration and application identified in Schedule 1, and (ii) the rights to print, publish and distribute any of the foregoing (“Copyrights”); (b) all Copyright Licenses (as defined in the Guarantee and Collateral Agreement), to the extent such Grantor is not the granting party, including any of the foregoing identified in Schedule 1; (i) the right to ▇▇▇ or otherwise recover for any and all past, present and future Infringements (as defined in the Guarantee and Collateral Agreement) and misappropriations of any of the property described in (a) and (b) above, and (ii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect to any of the property described in (a) and (b) above (the items or types of property being herein collectively referred to as described in (a), (b) and (c), collectively, the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising:; (i) all United States, state and foreign trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, or other indicia of origin or source identification, Internet domain names, trademark and service ▇▇▇▇ registrations, designs and general intangibles of like nature and applications for trademark or service ▇▇▇▇ registrations and any renewals thereof, including each copyrightregistration and application identified in Schedule 2 (but excluding in all cases 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), whether registered respectively, or unregistered (“Copyrights”if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) owned or examined and accepted, respectively, by the GrantorUnited States Patent and Trademark Office provided that upon such filing and acceptance, including, without limitation, copyrights in (A) all recordings of sound, 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 such intent-to-use applications shall be included in the recording, production and/or manufacture definition 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”Trademarks) and (Cii) Computer Softwarethe goodwill of the business connected with the use of, internet web sites and the content thereof, including, without limitationsymbolized by, each Copyright registration and application thereforof the above (collectively, referred to in Schedule 1 heretothe “Trademarks”); (iie) all registrations Trademark Licenses (as defined in the Guarantee and applications for registration for Collateral Agreement), to the extent such Grantor is not the granting party, including any Copyright, together with all extensions and renewalsof the foregoing identified in Schedule 2; (iiii) all rights in the foregoing provided by international treaties right to ▇▇▇ or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementInfringements (as defined in the Guarantee and Collateral Agreement) and misappropriations of any of the property described in (d) and (e) above, violationand (ii) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect to any of the foregoingproperty described in (d) and (e) above (items described in clauses (d), with (e) and (f), collectively, the right“Trademark Collateral”); (i) all United States and foreign patents, but patent applications and patentable inventions, including each issued patent and patent application identified in Schedule 3, all certificates of invention or similar property rights and all registrations, recordings and pending applications thereof, (ii) all inventions and improvements described and claimed therein and (iii) all reissues, divisions, reexaminations, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all improvements thereon (collectively, the “Patents”); (h) all Patent Licenses (as defined in the Guarantee and Collateral Agreement), to the extent such Grantor is not the obligationgranting party, including any of the foregoing identified in Schedule 3; and (i) the right to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) recover for any and all Proceeds ofpast, collateral forpresent and future Infringements (as defined in the Guarantee and Collateral Agreement) and misappropriations of any of the property described in (g) and (h) above, and (ii) all income, royalties royalties, damages and other payments now or and hereafter due and and/or payable with respect to, and Supporting Obligations relating to, to any and all of the foregoingproperty described in (g) and (h) above (items described in (f), (g) and (h), collectively, the “Patent Collateral”).

Grant of Security. The Subject to compliance with applicable Gaming Laws, each Grantor hereby grants to the Collateral Agent, Mortgage Notes Indenture Trustee for the ratable benefit of the Secured Parties, Holders a security interest in the and to all of such Grantor’s 's right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright "Intellectual Property Collateral”"), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arisingotherwise) of such Grantor's Obligations: (a) (i) each copyrightall trademarks, whether registered or unregistered (“Copyrights”) owned by the Grantorservice marks, includingtrade names, without limitationcorporate names, copyrights in (A) all recordings of soundcompany names, whether or not coupled with a visual imagebusiness names, by any method or format and on any substance or materialtrade dress, whether now or hereafter knowntrade styles, 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 musiclogos, or any dramatic material and bridging passages, whether in form other indicia of instrumental and/or vocal music, prose origin or otherwise, irrespective of length (“Publishing Copyrights”) and (C) Computer Softwaresource identification, internet web sites domain names, trademark and the content service ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and any new renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the "Trademarks"); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 1, and all certificates of invention or similar industrial property rights, (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to ▇▇▇ or otherwise recover for any and all rights past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining theretothereto (collectively, the "Patents"); (ivi) each exclusive all copyrights, whether or not the underlying works of authorship have been published, including but not limited to copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901 of the U.S. Copyright license Act) and all such underlying works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to which the Grantor is a partyworks covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each Copyright license referred to registration and application identified in Schedule 1 hereto; 1, (vii) the rights to print, publish and distribute any of the foregoing, (iv) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, violation(iv) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto ("Copyrights"); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the "Trade Secrets"); (e) (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use or sell any invention covered in whole or in part by a Patent, and (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with the rightrespect thereto (including, but not the obligationwithout limitation, to ▇▇▇ payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and collect, (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and and (vif) any and 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 proceeds of the foregoing.

Grant of Security. The Each Grantor hereby grants to the Canadian Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the and to all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Intellectual Property Collateral”), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arisingotherwise) of such Grantor’s Obligations: (a) (i) each copyrightall trademarks, whether registered or unregistered (“Copyrights”) owned by the Grantorservice marks, includingtrade names, without limitationcorporate names, copyrights in (A) all recordings of soundcompany names, whether or not coupled with a visual imagebusiness names, by any method or format and on any substance or materialtrade dress, whether now or hereafter knowntrade styles, 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 musiclogos, or other indicia of origin or source identification, Internet domain names, trademark and service ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and 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 new renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the “Trademarks”); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application identified in Schedule 1, (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to ▇▇▇ or otherwise recover for any and all rights past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining theretothereto (collectively, the “Patents”); (ivi) each exclusive Copyright license all copyrights, whether or not the underlying works of authorship have been published, including but not limited to which the Grantor is a partycopyrights in software and databases, and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each Copyright license referred to registration and application identified in Schedule 1 hereto; 1, (vii) the rights to print, publish and distribute any of the foregoing, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, violation(iv) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (“Copyrights”); (d) all industrial designs, design patents and other designs, all registrations and recordings thereof and all applications in connection therewith including all registrations, recordings and applications identified in Schedule 1, (ii) all records thereof and all reissues, extensions or renewals thereof, (iii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (“Industrial Designs”); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, including, without limitation, any of the foregoing identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the “Trade Secrets”); (f) (i) all licenses or agreements, whether written or oral, providing for the grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use, import, export, distribute, offer for sale or sell any invention covered in whole or in part by a Patent, (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule 1, and (D) any right under any Industrial Design, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with the rightrespect thereto (including, but not the obligationwithout limitation, to ▇▇▇ payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and collect, (iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vig) any and 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 proceeds of the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties a security interest in the all of such Grantor’s 's right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising:): (ia) each copyrightthe patents and patent applications set forth in Schedule A hereto; (b) the trademark and service ▇▇▇▇ registrations and applications set forth in Schedule B hereto, together with the goodwill symbolized thereby; (c) all copyrights, whether registered or unregistered (“Copyrights”) unregistered, now owned or hereafter acquired by the such Grantor, including, without limitation, copyrights in (A) all recordings of sound, whether or not coupled with a visual image, by any method or format the copyright registrations 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 applications 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, including, without limitation, each Copyright registration and application therefor, referred to exclusive copyright licenses set forth in Schedule 1 C hereto; (iid) all registrations reissues, divisions, continuations, continuations-in-part, extensions, renewals and applications for registration for reexaminations of any Copyrightof the foregoing, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (ve) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vif) any and all Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the Collateral of or arising from any of the foregoing.

Grant of Security. The Grantor hereby grants to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a security interest in the and to all of Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright [Copyright][Patent][Trademark] Collateral”), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arisingotherwise) of Grantor’s Obligations: (a) [(i) each copyrightall U.S. trademarks, whether registered or unregistered (“Copyrights”) owned by the Grantorservice marks, includingtrade names, without limitationcorporate names, copyrights in (A) all recordings of soundcompany names, whether or not coupled with a visual imagebusiness names, by any method or format and on any substance or materialtrade dress, whether now or hereafter knowntrade styles, 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 musiclogos, or other indicia of origin or source identification, trademark and service ▇▇▇▇ registrations, and applications for trademark or service (1) Insert appropriate sequential numeric reference. ▇▇▇▇ registrations and 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 new renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 attached hereto; , however, not including any pending “intent-to-use” application for registration of a trademark or service ▇▇▇▇ filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, to the extent, if any, that, and solely during the period, 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 application under applicable federal Law, (ii) all registrations and applications for registration the right to ▇▇▇ or otherwise recover for any Copyrightand all past, together with all extensions present and renewals; future infringements and other violations thereof, (iii) all rights income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, payments arising out of any other sale, lease, license or conventionsother disposition thereof and damages and payments for past, all rights corresponding thereto throughout the world present or future infringements and other violations thereof), (iv) all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above, and (v) any and all proceeds of the foregoing;] (ivb) each exclusive Copyright license to which the Grantor is a party[(i) all U.S. patents, patent applications and patentable inventions, including, without limitation, each Copyright license referred to issued patent and patent application identified in Schedule 1 attached hereto; , (vii) all inventions and improvements described and claimed therein, (iii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and other violations thereof, violation(iv) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof), (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, reexaminations and extensions thereof, all improvements thereon, (vi) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, (vii) any and all proceeds of the foregoing; and] (c) [(i) all U.S. copyrights, whether or not the underlying works of authorship have been published, and all works of authorship, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and application identified in Schedule 1 attached hereto, (ii) the rights to print, publish and distribute any of the foregoing, with (iii) the right, but not the obligation, right to ▇▇▇ for and collect, or otherwise recoverrecover for any and all past, present and future infringements and other violations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof), (v) all other rights of any kind whatsoever of such damages; and Grantor accruing thereunder or pertaining thereto, and (vi) any and 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 proceeds of the foregoing.]

Grant of Security. The Each Grantor hereby grants assigns and pledges ----------------- to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, and hereby grants to the Agent for the ratable benefit of the Secured Parties a security interest in, the following, in the Grantor’s righteach case, title and interest in and as to the following (all of the following items or types each type of property being herein collectively referred to as the “Copyright Collateral”)described below, whether now owned or existing or hereafter acquired or arising: (i) each copyrightacquired, whether registered or unregistered (“Copyrights”) owned by the Grantor, including, without limitation, copyrights in (A) all recordings of sound, whether or not coupled with a visual image, by any method or format wherever located and on any substance or material, whether now or hereafter knownexisting (collectively, which is used or useful in the recording, production and/or manufacture of records or for any other exploitation of sound "Intellectual Property Collateral"): -------------------------------- (“Recorded Music Copyrights”), (Bb) all music compositions trademarks, service marks, trade names, trade dress or medleys consisting other indicia of words trade origin, trademark and musicservice ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and 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 renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 hereto; II attached hereto and made a part hereof, and including without limitation (i) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and dilutions thereof, (ii) all registrations income, royalties, damages and applications other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for registration for any Copyrightpast or future infringements thereof), together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each such trademark, service ▇▇▇▇, trade name, trade dress or other indicia of trade origin (the "Trademarks"), provided, however, that the Trademarks shall not include any ---------- trademark applications filed in the United States Patent and Trademark Office under 15 U.S.C. (S) 1051(b) prior to the filing of a verified statement of use under 15 U.S.C. (S) 1051(d) to the extent that a valid security interest may not be taken in such an intent-to-use trademark application under applicable law; (ivc) each exclusive Copyright license all copyrights, whether statutory or common law, and whether or not the underlying works of authorship have been published, and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to which the Grantor is a partyworks covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each Copyright license referred to copyright registration and copyright application identified in Schedule 1 hereto; III attached hereto and made a part hereof, and including, without limitation, (vi) the right to print, publish and distribute any of the foregoing, (ii) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, violation(iii) all income, misuse royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or breach future infringements thereof), and (iv) all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (the "Copyrights"); ---------- (f) all computer software programs and data bases (including source code, object code and all related applications and data files), firmware, and documentation and materials relating thereto, and all rights with respect to the foregoing, including, without limitation, any and all options, warranties, service contracts, program services, test rights, maintenance rights, improvement rights, renewal rights and indemnifications and any substitutions, replacements, additions or model conversions of any of the foregoing; provided, with that such grant shall only be effective to the extent the grant -------- by such Grantor of a security interest pursuant to this Agreement in its right, but title and interest in any of the foregoing is not the obligationprohibited by law, to ▇▇▇ for and collect, contract or otherwise recover, such damages; and (vi) without the consent of any and all Proceeds of, collateral for, income, royalties and person or would not give any other payments now or hereafter due and payable person the right to terminate its obligations with respect to, and Supporting Obligations relating to, any and all of thereto (the foregoing."Computer Software"). -----------------

Grant of Security. The Each Grantor hereby grants unconditionally grants, assigns and pledges to the Collateral AgentAgent (and its agents and designees), for the ratable benefit of the Secured PartiesLender Group and the Bank Product Providers, a continuing security interest in (hereinafter referred to as the “Security Interest”) all of such Grantor’s right, title title, and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”)personal property, whether now owned or existing or hereafter acquired or arising:arising and wherever located (the “Collateral”): (ia) each copyrightall of such Grantor’s Accounts; (b) all of such Grantor’s books and records (including all of its Records indicating, whether registered summarizing, or unregistered evidencing its assets (including the Collateral) or liabilities, all of its Records relating to its business operations or financial condition, and all of its goods or General Intangibles related to such information) (“CopyrightsBooks”); (c) owned by all of such Grantor’s chattel paper (as that term is defined in the GrantorCode) and, in any event, including, without limitation, copyrights in tangible chattel paper and electronic chattel paper (A“Chattel Paper”); (d) all recordings of sound, whether or not coupled such Grantor’s interest with a visual image, by respect to any method or format Deposit Account; (e) all of such Grantor’s Equipment and on any substance or material, whether now or hereafter known, which fixtures; (f) all of such Grantor’s general intangibles (as that term is used or useful defined in the recordingCode) and, production and/or manufacture of records or for in 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 thereofevent, including, without limitation, each Copyright registration payment intangibles, contract rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action, goodwill (including the goodwill associated with any Trademark, Patent, or Copyright), Patents, Trademarks (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and application 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), Copyrights, URLs and domain names, industrial designs, other industrial or Intellectual Property or rights therein or applications therefor, referred whether under license or otherwise, rights in programs, programming materials, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, including Intellectual Property Licenses, infringement claims, rights in Schedule 1 heretocomputer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, pension plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims, uncertificated securities, and any other personal property other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Related Property, Negotiable Collateral, and oil, gas, or other minerals before extraction (“General Intangibles”); (iig) all registrations and applications for registration for any Copyright, together with all extensions and renewalsof such Grantor’s Inventory; (iiih) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining theretosuch Grantor’s Investment Related Property; (ivi) each exclusive Copyright license all of such Grantor’s letters of credit, letter of credit rights, instruments, promissory notes, drafts, and documents (as such terms may be defined in the Code) (“Negotiable Collateral”); (j) all of such Grantor’s rights in respect of supporting obligations (as such term is defined in the Code), including letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments, or Investment Related Property (“Supporting Obligations”); (k) all of such Grantor’s interest with respect to which any commercial tort claims (as that term is defined in the Grantor is a partyCode), including, without limitation, each Copyright license referred to in limitation those commercial tort claims listed on Schedule 1 hereto6 attached hereto (“Commercial Tort Claims”); (vl) all of such Grantor’s money, Cash Equivalents, or other assets of such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any other 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 claims for damages and injunctive relief for pastAccounts, present and future infringementBooks, violationChattel Paper, misuse Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, Commercial Tort Claims, money, or breach 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, with 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 rightproceeds thereof, but and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not the obligationinsured, and, to ▇▇▇ for and collectthe extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise recover, such damages; and (vi) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, to any and all 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, without limitation, proceeds of any indemnity or guaranty payable to any Grantor or Agent from time to time with respect to any of the Investment Related Property. Notwithstanding the foregoing, “Collateral” shall not include (a) any rights or interests in any lease, license, contract, or agreement (including Pledged Operating Agreements and Pledged Partnership Agreements), as such, if under the terms of such lease, license, contract, or agreement (including Pledged Operating Agreements and Pledged Partnership Agreements), or applicable law with respect thereto, the valid grant of a security interest or lien therein to Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such lease, license, contract, or agreement (including Pledged Operating Agreements and Pledged Partnership Agreements) has not been or is not otherwise obtained or under applicable law such prohibition cannot be waived; provided, that the foregoing exclusion shall in no way be (i) construed to apply if any such prohibition would be rendered ineffective under the Code or other applicable law (including the Bankruptcy Code) or principles of equity, (ii) construed so as to limit, impair or otherwise affect Agent’s unconditional continuing security interests in and liens upon any rights or interests of Grantors in or to the proceeds thereof, including monies due or to become due under any such lease, license, contract, or agreement (including Pledged Operating Agreements and Pledged Partnership Agreements) (including any Accounts), or (iii) construed to apply at such time as the condition causing such prohibition shall be remedied and, to the extent severable, “Collateral” shall include any portion of such lease, license, contract, or agreement (including Pledged Operating Agreements and Pledged Partnership Agreements) that does not result in such prohibition; or (b) any of the outstanding capital Stock of any Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote.

Grant of Security. The Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in the Grantor’s rightin, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”)property, whether in each case, wherever located and now owned or existing or at any time hereafter acquired by such Grantor or arisingin which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”) as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (ia) each copyrightall trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, other indicia of origin or source identification, and general intangibles of a like nature, whether registered or unregistered unregistered, and with respect to any and all of the foregoing: (“Copyrights”) owned by the Grantor, including, without limitation, copyrights in (A) all recordings of sound, 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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (iii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, thereof including, without limitation, each Copyright license referred to the registrations and applications in the United States Patent and Trademark Office listed in Schedule 1 A attached hereto; , (vii) all extension and renewals thereof, (iii) all of the goodwill of the business connected with the use of and symbolized by any and of the foregoing, (iv) all claims rights to sue or otherwise recover for damages and injunctive relief for any past, present and future infringement, violationdilution, misuse or breach with respect to any other violation thereof, (iv) all Proceeds of the foregoing, with the rightincluding, but not the obligationwithout limitation, to ▇▇▇ for and collectlicense fees, or otherwise recover, such damages; and (vi) any and all Proceeds of, collateral forroyalties, income, royalties payments, claims, damages and other payments proceeds of suit now or hereafter due and and/or payable with respect tothereto, and Supporting Obligations relating to, (v) all other rights of any and all of kind accruing thereunder or pertaining thereto throughout the foregoingworld.

Grant of Security. The Grantor Canadian Borrower hereby grants to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties a security interest in each type of property described below, and all of the GrantorCanadian Borrower’s right, title and interest therein and thereto, (the “Collateral”): (a) the patents and patent applications set forth in Schedule A hereto (the “Patents”); (b) the trademark and service m▇▇▇ registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted any trademark, whether registered, unregistered or applied for, to the following extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such trademark under applicable federal law), together with the goodwill symbolized thereby (all of the following items or types of property being herein collectively referred to as the “Copyright CollateralTrademarks”), whether now owned or existing or hereafter acquired or arising:; (ic) each copyrightall copyrights, whether registered or unregistered (“Copyrights”) unregistered, now owned or hereafter acquired by the GrantorCanadian Borrower, including, without limitation, copyrights the copyright registrations and applications and exclusive copyright licences set forth in Schedule C hereto (A) all recordings of sound, 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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (iid) all registrations reissues, divisions, continuations, continuations-in-part, extensions, renewals and applications for registration for reexaminations of any Copyrightof the foregoing, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor Canadian Borrower accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (ve) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇s▇▇ for and collect, or otherwise recover, such damages; and (vif) any and all Proceeds proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations supporting obligations relating to, any and all of the Collateral of or arising from any of the foregoing.

Grant of Security. The Grantor Company hereby assigns, pledges and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, Lender a security interest in all of the Grantor’s Company's right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”)following, whether now owned or existing hereafter acquired (the "Collateral"): (a) all goods, merchandise, raw materials, supplies, goods in process, finished goods and other tangible personal property held by the Company for processing, sale or lease or furnished or to be furnished by the Company under contracts of service or to be used or consumed in the Company's business (the "Inventory"); and (b) all rights to the payment of money, whether or not earned by performance, including, but not limited to, any of the following which consists of a right to the payment of money: accounts, contract rights, chattel paper, instruments, general intagibles and other obligations of any kind, now or hereafter acquired existing, arising out of or arising:in connection with the sale or lease of the Inventory or other 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 accounts, contract rights, chattel paper, instruments, general intangibles or obligations (any and all such accounts, contract rights, chattel paper, instruments, general intangibles, obligations and any and all such leases, security agreements and other contracts being the "Receivables"); [LOGO] State Street (ic) each copyright, whether registered or unregistered (“Copyrights”) owned by all proceeds of any and all of the Grantor, foregoing Collateral including, without limitation, copyrights proceeds which constitute property of the types described in paragraph (Ab) of this Section 2.01 and, to the extent not otherwise included, all recordings of sound, payments under insurance (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 the Lender is used or useful in the recording, production and/or manufacture of records or for any other exploitation of sound (“Recorded Music Copyrights”loss payee thereof), (B) all music compositions or medleys consisting of words and music, or any dramatic material and bridging passagesindemnity, whether in form warranty or guaranty, payable by reason of instrumental and/or vocal music, prose loss or otherwise, irrespective of length (“Publishing Copyrights”) and (C) Computer Software, internet web sites and the content thereof, including, without limitation, each Copyright registration and application therefor, referred damage to in Schedule 1 hereto; (ii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach otherwise with respect to any of the foregoing, foregoing Collateral and all deposits held in the name of the Company with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damagesany financial institution; and (vid) any and 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 general intangibles of the foregoingCompany including without limitation goodwill, trade secrets, trade names, trademarks and patents and applications therefor.

Grant of Security. The Each Grantor hereby pledges and grants to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Lenders a security interest in and to all of the Grantor’s right, title and interest in of such Grantor in, to and to under the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”)following, wherever located, and whether now owned or existing or hereafter arising or acquired or arising:from time to time (the “IP Collateral”): (a) all (i) each copyright, whether registered letters patent of the United States or unregistered (“Copyrights”) owned by the Grantor, including, without limitation, copyrights in (A) all recordings of sound, 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”)political subdivision thereof, (Bii) all music compositions or medleys consisting applications for letters patent of words the United States, and music(iii) reissues, divisions, continuations and continuations-in-part, 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 extensions thereof, including, without limitation, each Copyright registration and application therefor, referred to in any of the foregoing listed on Schedule 1 heretohereof and (iv) all rights to obtain any reissues or extensions of the foregoing (the “Patents”); (iii) all trademarks, trade names, brand names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, domain names, service marks, logos and other source or business identifiers, and all goodwill associated therewith or symbolized thereby, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications for registration for in connection therewith, whether in the United States Patent and Trademark Office or in any Copyrightsimilar office or agency of the United States, together with any State thereof or any political subdivision thereof, or otherwise, and all extensions common-law rights related thereto, including, without limitation, any of the foregoing listed on Schedule 2 hereof, and renewals(ii) the right to obtain all renewals thereof (the “Trademarks”); (iiic) (i) all rights copyrights arising under the laws of the United States, any other country or any political subdivision thereof, in any media, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed on Schedule 3 hereof), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the foregoing provided by international treaties or conventionsUnited States Copyright Office, and (ii) the right to obtain all rights corresponding thereto throughout renewals thereof (the world and “Copyrights”); (d) all other rights of any kind whatsoever of the such Grantor accruing thereunder under any of the foregoing provided by applicable law of the United States or pertaining theretoany political subdivision thereof; (ive) each exclusive Copyright license any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to which any and all of the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto;foregoing; and (vf) any and all claims and causes of action, with respect to any of the foregoing, whether occurring before, on or after the date hereof, including all rights to and claims for damages damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, dilution, misappropriation, violation, misuse misuse, breach or breach with respect to any of the foregoingdefault, with the right, right but not the obligation, no obligation to ▇▇▇ for such legal and equitable relief and to collect, or otherwise recover, any such damages; and (vi) any and 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 the foregoing.

Grant of Security. The Grantor Grantor, as legal and beneficial owner, as security for the Secured Obligations, hereby assigns, pledges, transfers and sets over unto the Security Trustee and its successors and assigns, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, Security Trustee a security interest in in, all of the Grantor’s 's right, title and interest in and to the following property (all of the following items or types of property being herein collectively hereinafter referred to as the “Copyright "Collateral”)"): (a) Any and all equipment (as defined in the Code) of the Grantor, or in which it has rights, whether now owned or hereafter acquired, together with all present and future improvements or products of, accessions, attachments and other additions to and substitutes and replacements for, all or any part of the foregoing (all of the foregoing types or items of property and interests described in this paragraph are hereinafter collectively referred to in this Agreement as the "Equipment"); and (b) Any and all proceeds of, and all other profits, rentals or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or realization upon, the Equipment, including without limitation (i) all claims of the Grantor against third parties for loss of, damage to or destruction of, or of proceeds payable under, or unearned premiums with respect to policies of insurance in respect of, any of the Equipment; (ii) any condemnation payments with respect to any of the Equipment, whether now existing or hereafter acquired arising; and (iii) any and all other amounts from time to time paid or arising: (i) each copyright, whether registered payable under or unregistered (“Copyrights”) owned by in connection with any of the GrantorEquipment, including, without limitation, copyrights in (A) all recordings of sound, 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, including, without limitation, each Copyright registration and application therefor, referred to in Schedule 1 hereto; (ii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever rights, claims and benefits of the Grantor accruing thereunder against any person arising out of, relating to or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a partyin connection with, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach with respect to any of the foregoing, with Equipment. The security interest of the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect toSecurity Trustee contained herein shall cover, and Supporting Obligations relating toshall include a continuing general assignment in favor of the Security Trustee in, any and all of documents, contracts, liens and security instruments, guarantees, books and records evidencing, securing or relating to the foregoingCollateral and the insurance to be secured to cover same in accordance with Section 5 hereof.

Grant of Security. The Grantor As security for the payment and performance of all Obligations of the Borrower under the Loan Agreement, the Notes and any other Loan Document or agreement or document related to any Loan Document (hereinafter, collectively, the "Liabilities"), the Borrower hereby grants transfers, assigns and pledges to the Collateral Agent, for the ratable benefit of the Secured PartiesLenders, and grants to the Collateral Agent for the ratable benefit of the Lenders, a continuing first and prior security interest (subject to the FF&E Intercreditor Agreement) in and to all of the Grantor’s Borrower's right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising: (i) the Items of Equipment listed on Schedule A hereto and each copyright, whether registered or unregistered (“Copyrights”Schedule A to each Borrower Security Agreement Supplement executed pursuant to Sections 4.2 and 6.17(b) owned by of the Grantor, including, without limitation, copyrights in (A) all recordings of sound, whether or not coupled with a visual image, by any method or format and on any substance or materialLoan Agreement, whether now or hereafter knownexisting or acquired by the Borrower or in which the Borrower now has or at any time in the future may acquire any right, which is title or interest, (ii) the Equipment Contracts, (iii) contracts and warranties necessary to operate and maintain the Items of Equipment or otherwise specifically related to the Items of Equipment, (iv) any rights to Liquidated Damages, rebates, offset or other warranty payments, or assignment under a purchase order, invoice or purchase agreement with any manufacturer of or contractor for any portion of the foregoing, including any general contractor, (v) all insurance policies relating to the foregoing required to be maintained pursuant to any Loan Document, (vi) all books, records, writings, databases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the recording, production and/or manufacture of records or for any other exploitation of sound foregoing and (“Recorded Music Copyrights”), (Bvii) all music compositions proceeds from the sale of and from any or medleys consisting all of words the foregoing, and musicto the extent not otherwise included, all payments under insurance (whether or not the Borrower is the loss payee hereof) or any dramatic material and bridging passagesindemnity, whether in form warranty or guarantee payable by reason of instrumental and/or vocal music, prose loss or otherwise, irrespective of length (“Publishing Copyrights”) and (C) Computer Software, internet web sites and the content thereof, including, without limitation, each Copyright registration and application therefor, referred damage to in Schedule 1 hereto; (ii) all registrations and applications for registration for any Copyright, together with all extensions and renewals; (iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (iv) each exclusive Copyright license to which the Grantor is a party, including, without limitation, each Copyright license referred to in Schedule 1 hereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach otherwise with respect to any of the foregoingforegoing (collectively, with the right"Borrower Collateral"). Notwithstanding anything to the contrary in this Security Agreement, but the term ("Borrower Collateral") shall not the obligation, to ▇▇▇ for and collectinclude any items in which a security interest may not be granted under Gaming Laws, or otherwise recoverother applicable law, such damages; and (vi) or under the terms of any and all Proceeds oflicense, permit or authorization issued by a Nevada Gaming Authority or other Governmental Agency, or which would require a finding of a suitability or other similar approval or procedure by a Nevada Gaming Authority or other Governmental Agency prior to being given as collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the foregoingsecurity.

Grant of Security. The Each Grantor hereby grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in the all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or at any time hereafter acquired by such Grantor or arising:in which such Grantor now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations (as defined in the Guarantee and Collateral Agreement): (a) (i) all United States trademarks, service marks, trade names, domain names, corporate names, company names, business names, trade dress, trade styles or logos and all registrations of and applications to register the foregoing (except for any applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the ▇▇▇▇▇▇ Act (15 U.S.C. 1051, et seq.), to the extent, if any, that, and during the period, if any, in which granting a lien in such trademark application prior to such filing would adversely affect the enforceability or validity of such trademark application or of any registration that issues therefrom) and any new renewals thereof, including each registration and application identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements, misappropriations, dilutions and other violations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements and dilutions thereof) and (iv) all other rights of any kind whatsoever accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above; (i) each copyrightall United States patents, whether registered or unregistered (“Copyrights”) owned by the Grantor, including, without limitation, copyrights in (A) all recordings of sound, 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 thereofpatent applications, including, without limitation, each Copyright registration issued patent and patent application thereforidentified on Schedule 1, referred to in Schedule 1 hereto; (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to ▇▇▇ or otherwise recover for any and all rights past, present and future infringements and other violations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof) and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; (ivi) all United States copyrights, whether or not the underlying works of authorship have been published, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including each exclusive Copyright license registration identified on Schedule 1, (ii) the right to which the Grantor is a party▇▇▇ or otherwise recover for any and all past, present and future infringements and other violations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, each Copyright license referred to payments under all licenses entered into in Schedule 1 hereto; (v) any connection therewith, and all claims for damages and injunctive relief payments for past, present or future infringements thereof) and future infringement, violation, misuse (iv) all other rights of any kind whatsoever accruing thereunder or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damagespertaining thereto; and (vid) any and 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 the foregoing.

Grant of Security. The Each Grantor hereby grants to the Collateral Agent, Agent for its benefit and for the ratable benefit of the other Secured Parties, Parties a security interest in the and to all of such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Copyright Intellectual Property Collateral”), as collateral security for the prompt and complete payment and performance when due (whether now owned at the stated maturity, by acceleration or existing or hereafter acquired or arising:otherwise) of such Grantor’s Obligations (as defined in the Collateral Agreement): (i) each copyrightall trademarks, whether registered or unregistered (“Copyrights”) owned by the Grantorservice marks, includingtrade names, without limitationcorporate names, copyrights in (A) all recordings of soundcompany names, whether or not coupled with a visual imagebusiness names, by any method or format and on any substance or materialtrade dress, whether now or hereafter knowntrade styles, 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 musiclogos, or other indicia of origin or source identification, trademark and service ▇▇▇▇ registrations, and applications for trademark or service ▇▇▇▇ registrations and 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 new renewals thereof, including, without limitation, each Copyright registration and application therefor, referred to identified in Schedule 1 hereto1, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above (collectively, the “Trademarks”); (i) all patents, patent applications and patentable inventions, including, without limitation, each issued patent identified in Schedule 1, (ii) all registrations inventions and applications for registration for any Copyrightimprovements described and claimed therein, together with all extensions and renewals; (iii) the right to ▇▇▇ or otherwise recover for any and all rights past, present and future infringements and misappropriations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in the foregoing provided by international treaties connection therewith, and damages and payments for past, present or conventionsfuture infringements thereof), and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all rights corresponding thereto throughout the world improvements thereon and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining theretothereto (collectively, the “Patents”); (ivi) each exclusive all copyrights, whether or not the underlying works of authorship have been published, including, but not limited to copyrights in software and databases all Mask Works (as defined in 17 U.S.C. 901 of the Copyright license Act) and all works of authorship and other intellectual property rights therein, all copyrights of works based on, incorporated in, derived from or relating to which the Grantor is a partyworks covered by such copyrights, all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, and all copyright registrations and copyright applications, mask works and mask work applications, and any renewals or extensions thereof, including, without limitation, each Copyright license referred to registration and application identified in Schedule 1 hereto; 1, (vii) the rights to print, publish and distribute any of the foregoing, (iv) the right to ▇▇▇ or otherwise recover for any and all claims for damages and injunctive relief for past, present and future infringementinfringements and misappropriations thereof, violation(iv) all income, misuse or breach royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (v) all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto (“Copyrights”); (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto (collectively, the “Trade Secrets”); (i) all licenses or agreements, whether written or oral, providing for the grant by or to the Grantor of: (A) any right to use any Trademark or Trade Secret, (B) any right to manufacture, use, import, export, distribute, offer for sale or sell any invention covered in whole or in part by a Patent, and (C) any right under any Copyright including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright including, without limitation, any of the foregoing identified in Schedule I, (ii) the right to ▇▇▇ or otherwise recover for any and all past, present and future infringements and misappropriations of any of the foregoing, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights of any kind whatsoever of the right, but not the obligation, to ▇▇▇ for and collect, Grantor accruing thereunder or otherwise recover, such damagespertaining thereto; and (vif) any and 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 proceeds of the foregoing.