Common use of Assignment and Grant of Security Interest Clause in Contracts

Assignment and Grant of Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the Security Agreement), Assignor hereby assigns, transfers and conveys and grants a security interest in and mortgage to Assignee, for security purposes, all of Assignor's right, title and interest in, to and under the following property, whether now existing or owned or hereafter acquired, developed or arising (collectively, the "Intellectual Property Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with or arising out of any of the aforementioned properties and assets and not otherwise described above; and (v) all products and proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As security for the payment and performance of the Secured Obligations (as defined in the Security Agreement), Assignor Borrower hereby assigns, transfers and conveys and grants a security interest in and mortgage to AssigneeLender, for security purposes, all of AssignorBorrower's right, title and interest in, to and under the following property, whether now existing or owned or hereafter acquired, developed or arising (collectively, the "Intellectual Property Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, reexaminations, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor Borrower connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor Borrower of any kind or nature, associated with or arising out of any of the aforementioned properties and assets and not otherwise described above; and (v) all products and proceeds of any and all of the foregoing. (ab) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As security for To secure the payment and performance of the Obligations (as defined in the Security Agreement)Secured Obligations, Assignor Debtor hereby grants, assigns, transfers and conveys and grants to Secured Party a continuing security interest in and mortgage to Assignee, for security purposes, all of AssignorDebtor's right, title and interest in, in and to and under the following property, whether now existing or owned or hereafter acquired, developed acquired or arising and whether registered or unregistered (collectively, the "Intellectual Property Trademark Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach and if such breach would constitute a material breach of such license sufficient to give rise to a right on the part of the licensor to terminate such license or to impose liability for not insignificant damages upon the licensee for breach of such license), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications for registration in the PTO, any State of such trademarksthe United States or any other country or any political subdivision thereof, service marks and trade namesall extensions or renewals thereof, all licenses relating to including without limitation any of the foregoing and all income and royalties with respect identified on Schedule A hereto (as the same may be amended, modified or supplemented from time to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B heretotime), whether registered and the right (but not the obligation) to register claims under any state or unregistered federal trademark law or regulation or any trademark law or regulation of any foreign country and wherever registeredto apply for, all rights renew and extend any of the same, to xxx sue xx bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present or future infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and rights to sue xxx past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofthereto; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with related to or arising out of any of the aforementioned properties Trademarks and assets and not otherwise described aboveall the goodwill of Debtor's business symbolized by the Trademarks or associated therewith; and (viv) all products and proceeds Proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As security for To secure the payment and performance of the Obligations (as defined in the Security Agreement)Secured ----------------------------------------- Obligations, Assignor Debtor hereby grants, assigns, transfers and conveys and grants to Secured Party a continuing security interest in and mortgage to Assignee, for security purposes, all of AssignorDebtor's right, title and interest in, in and to and under the following property, whether now existing or owned or hereafter acquired, developed acquired or arising and whether registered or unregistered (collectively, the "Intellectual Property Trademark Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor (unless the grant of a security interest is prohibited by any license or related licensing agreement), but subject to the rights and options of the licensors thereunder, and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications for registration in the PTO, any State of such trademarksthe United States or any other country or any political subdivision thereof, service marks and trade namesall extensions or renewals thereof, all licenses relating to including without limitation any of the foregoing identified on Schedule A hereto (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to xxx or bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present or future infringement or unconsented use thereof, and all income rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, of any Trademarks and all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofthereto; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with related to or arising out of any of the aforementioned properties Trademarks and assets and not otherwise described aboveall the goodwill of Debtor's business symbolized by the Trademarks or associated therewith; and (viv) all products and proceeds Proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all of the Obligations (as defined in Obligations, the Partnership hereby assigns and grants to the Security Agreement)Agent, Assignor hereby assignsfor the benefit of the Owner Trustee and GE Capital, transfers and conveys and grants a continuing security interest of first priority, in and mortgage to Assignee, for security purposes, all of Assignorthe Partnership's right, title and interest in, to and under (i) all Receivables, (ii) all Inventory, (iii) all Equipment, (iv) all General Intangibles, (v) all Contracts and all Contract Rights, (vi) all amounts from time to time held in any checking, savings, deposit or other account of the following Partnership and all investments and securities at any time on deposit in such accounts (including all of the Accounts) and all income or gain earned thereon, (vii) all Governmental Actions, provided, that any Governmental Action which by its terms or by operation of law would become void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder or if a security interest therein were granted hereunder are expressly excepted and excluded from the Lien and the terms of this Agreement to the extent necessary so as to avoid such voidness, voidability, terminability or revocability, (viii) all Fixtures, (ix) without limiting the generality of the foregoing, all other personal property, rights, interests, goods, Instruments, Chattel Paper, Documents, credits, claims, demands and assets of the Partnership whether now existing or owned or hereafter acquiredacquired from time to time, developed or arising and (x) any and all additions and accessions to any of the foregoing, all improvements thereto, all substitutions and replacements therefor and all products and Proceeds thereof (all of the above collectively, the "Intellectual Property Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with or arising out of any of the aforementioned properties and assets and not otherwise described above; and (v) all products and proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a The security interest as provided herein shall not extend togranted to the Security Agent, for the benefit of the Owner Trustee and GE Capital, pursuant to this Security Agreement extends to all Collateral of the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 kind which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of this Security Agreement which the Partnership may acquire at any account receivabletime during the continuation of this Security Agreement, (B) whether such Collateral is in transit or in the Partnerships, the Security Agent's, the Owner Trustee' s, GE Capital' s, or any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment other Person' s constructive, actual or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor exclusive occupancy or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateralpossession."

Assignment and Grant of Security Interest. (a) As security for the payment and performance of the Obligations (as defined in Obligations, the Security Agreement), Assignor Grantor hereby assigns, grants, transfers and conveys and grants a security interest in and mortgage to Assigneethe Secured Party, for security purposes, all of Assignorthe Grantor's right, title and interest in, to and under the following property, whether now existing or owned or hereafter acquired, developed acquired or arising (collectively, the "Intellectual Property Patent Collateral"): (i) all patents and letters patent applications, domestic of the U.S. or foreignany other country, all licenses relating to any registrations and recordings thereof, and all applications for letters patent of the foregoing and U.S. or any other country, owned, held or used by the Grantor in whole or in part, including all income and royalties with respect to any licenses (including, without limitation, such existing U.S. patents and patent applications as of the Grantor which are described in SCHEDULE A hereto, as the same may be amended or supplemented pursuant hereto from time to time, and together with and including all patent licenses held by the Grantor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach and where the licenser, other than any affiliate of the Grantor, has elected such termination remedy), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and together with all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and the inventions disclosed therein, and all rights corresponding thereto throughout the world, including the right to make, use, lease, sell and otherwise transfer the inventions disclosed therein, and all proceeds thereof, including without limitation all license royalties and proceeds of infringement suits (collectively, the "Patents"); (ii) all state (including common law)claims, federal causes of action and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx sue for past, present or and future infringement or unconsented unconsexxxd use thereof, of any of the Patents and all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofthereto; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor Grantor of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the aforementioned properties and assets Patents and not otherwise described above; and (viv) all products and proceeds of any and all of the foregoing. foregoing Patent Collateral (aincluding, without limitation, license royalties, rights to payment, accounts receivable and proceeds of infringement suits) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise)and, to the extent that not otherwise included, all payments under insurance (iwhether or not the Secured Party is the loss payee thereof) such general intangibles are not assignable or capable any indemnity, warranty or guaranty payable by reason of being encumbered as a matter of law loss or under the terms of the license, lease damage to or other agreement applicable thereto (but solely otherwise with respect to the extent that any such restriction shall be enforceable under applicable law)foregoing Patent Collateral. For purposes of this Agreement, without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateralproceeds" shall include, (A) any general intangible which includes whatever is an account receivable or a proceed received when property or proceeds are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restrictedinvoluntary, and (C) upon obtaining the consent of any such licensorincludes, lessor or other applicable party's consent without limitation, all rights to payment, including returned premiums, with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateralinsurance relating thereto."

Assignment and Grant of Security Interest. (a) As security for To secure the payment and performance of the Obligations (as defined in the Security Agreement)----------------------------------------- Secured Obligations, Assignor Debtor hereby grants, assigns, transfers and conveys and grants to Secured Party a continuing security interest in and mortgage to Assignee, for security purposes, all of AssignorDebtor's right, title and interest in, in and to and under the following property, whether now existing or owned or hereafter acquired, developed acquired or arising and whether registered or unregistered (collectively, the "Intellectual Property Trademark Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications for registration in the PTO, any State of such trademarksthe United States or any other country or any political subdivision thereof, service marks and trade namesall extensions or renewals thereof, all licenses relating to including without limitation any of the foregoing identified on Schedule A hereto ---------- (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to xxx or bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present or future infringe-ment or unconsented use thereof, and all income rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, of any Trademarks and all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofthereto; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with related to or arising out of any of the aforementioned properties Trademarks and assets and not otherwise described aboveall the goodwill of Debtor's business symbolized by the Trademarks or associated therewith; and (viv) all products and proceeds Proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the Security Agreement)Secured Obligations, Assignor Borrower hereby assigns, transfers and conveys and grants a security interest in and mortgage to AssigneeLender, for security purposes, all of AssignorBorrower's right, title and interest in, to and under the following property, whether now existing or owned or hereafter acquired, developed or arising (collectively, the "Intellectual Property Collateral"): (i) all foreign and domestic patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (licenses, including, without limitation, such patents patents, patent applications and patent applications licenses as described in SCHEDULE Schedule A hereto), all rights to xxx for past, present or and future infringement ---------- thereof, all rights arising therefrom and pertaining thereto thereto, and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (licenses, including, without limitation, such marks, names names, applications and applications licenses as described in SCHEDULE Schedule B hereto), whether registered or unregistered ---------- and wherever registered, whether rights to such marks arise under statutory or common law, all rights to xxx for past, present or and future infringement or unconsented use thereofinfringement, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor Borrower connected with and or symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor Borrower of any kind or nature, associated with or arising out of any of the aforementioned properties and assets and not otherwise described above; and (v) all products and proceeds of any and all of the foregoing. (ab) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As security Debtor hereby ASSIGNS, TRANSFERS AND PLEDGES unto Secured Party for the payment and performance ratable benefit of the Obligations (as defined in Lenders, and hereby GRANTS to Secured Party for the Security Agreement), Assignor hereby assigns, transfers and conveys and grants ratable benefit of the Lenders a security interest in and mortgage to Assigneeto, for security purposesand lien upon, all personal property of Assignor's Debtor, and all rights, titles and interests of Debtor therein, wherever located and whether now owned or hereafter acquired by Debtor or in which Debtor now has or at any time in the future may acquire any right, title or interest (all personal property of Debtor collectively referred to herein as the “Collateral”). The following assets of Debtor shall be included in the Collateral: (a) any right to payment for services rendered or for goods sold or leased which is not evidenced by an instrument or chattel paper, whether or not it has been earned by performance (“Accounts”), and interest all customer lists, subscription lists, invoices, agings, verification reports and other records relating in any way to such Accounts, and all of Debtor’s rights in, to and under the following property, whether all purchase orders or contracts now existing or owned or hereafter acquiredreceived or acquired by it for goods or services, developed or arising (collectively, the "Intellectual Property Collateral"): (i) and all patents and patent applications, domestic or foreign, all licenses relating of Debtor’s rights to any goods represented by any of the foregoing (including returned or repossessed goods and unpaid seller’s rights) and all income moneys due or to become due to Debtor under all contracts for the sale or lease of goods and/or the performance of services by it (whether or not yet earned by performance) or in connection with any other transaction, now in existence or hereafter arising; all promissory notes, drafts, bills of exchange, instruments, documents and royalties trade acceptances (collectively, “Instruments”); all deposit accounts, general intangibles, tax refunds and other obligations of any kind owing to Debtor (including under any trade names), now or hereafter existing, arising out of or in connection with respect to any licenses the sale or lease of goods or the rendering of services or otherwise (including, without limitation, any such patents obligations that would be characterized as an account, general intangible or chattel paper under the UCC (as defined below)); and patent applications as all rights now or hereafter existing in and to all security agreements, leases, guarantees and other contracts securing or otherwise relating to any such Accounts, Instruments, deposit accounts, general intangibles or obligations (any and all such Accounts, Instruments, deposit accounts, general intangibles and obligations described in SCHEDULE A heretothis Section 1.01(a) being sometimes referred to herein collectively as the “Receivables”), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (iib) all state (including common law)machinery, federal equipment, tools, apparatus, furniture and foreign trademarksleasehold improvements, service marks and trade namesnow owned or hereafter acquired by Debtor or in which Debtor now has or hereafter may acquire any right, title or interest, and applications for registration any and all additions, substitutions and replacements thereof, wherever located, together with all attachments, components, parts, equipment and accessories installed therein or affixed thereto, including but not limited to all “equipment” as defined in Section 9.102(33) of such trademarksthe UCC (collectively, service marks the “Equipment”). (c) all writings which evidence both a monetary obligation and trade namesa security interest in or a lease of specific goods (collectively, the “Chattel Paper”); (d) all licenses relating contracts and agreements to which Debtor is a party or to which Debtor has any rights, together with all modifications, amendments or replacements of any of the foregoing and all income and royalties with respect to any licenses (collectively, the “Contracts”), including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, (i) all rights of Debtor to xxx for pastreceive moneys due and to become due to Debtor thereunder or in connection therewith, present or future infringement or unconsented use thereof, (ii) all rights of Debtor to damages arising therefrom out of, or for, breach or default in respect thereof and pertaining thereto (iii) all rights of Debtor to perform and to exercise all reissues, extensions and renewals thereofremedies thereunder; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (ive) all general intangibles (as defined in the UCC) (“General Intangibles”); all inventions, processes, production methods, proprietary information, trade secrets and know-how; all patents and applications for patents, copyrights, trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all intangible intellectual 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 or any political subdivision thereof, or otherwise and all renewals thereof, and all licenses or other similar property agreements granted to Debtor with respect to any of the Assignor foregoing; all information, customer lists, advertising lists, advertising contracts, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance standards, telephone numbers and telephone listings, catalogs, books, records, computer and automatic machinery software and programs, and the like pertaining to operations by or the business of Debtor and all licenses with respect thereto; all field accounting information and all media in which or on which any of the information or knowledge or data or records, may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data; all licenses, consents, permits, variances, certifications and approvals of all Governmental Authorities now or hereafter held by Debtor pertaining to operations or business now or hereafter conducted; all rights to receive return of deposits and trust payments; all rights to payment under letters of credit and similar agreements; all tax refunds (including, without limitation, all federal and state income tax refunds and benefits of net operating loss carry forwards); and all causes of action, rights, claims and warranties now or hereafter owned or acquired by Debtor; (f) all rights, claims and benefits of Debtor against any Person arising out of, relating to or in connection with the Collateral; (g) the balance of every bank account and deposit account of Debtor and any other claim of Debtor against any lender, now or hereafter existing, liquidated or unliquidated, and all money, instruments, securities, documents, chattel paper, credits, claims, demands, income, and any other property, rights and interests of Debtor which at any time shall come into the possession or custody or under the control of any kind lender or natureany agent, associated with affiliate or arising out correspondent of any lender, for any purpose, and the proceeds thereof (Secured Party shall be deemed to have possession of any of the aforementioned Collateral in transit to or set apart for Secured Party or any of its respective agents, affiliates or correspondents); (h) all equity interest in any Person, any debt instrument issued by any Person and any instrument convertible into any equity or debt interest (whether owned beneficially or of record), including but not limited to all shares of capital stock of whatever class, all partnership and joint venture interests, all debentures and debt instruments (collectively, the “Securities”); all shares, securities, monies or properties representing a Distribution (defined below) on any Securities or representing a distribution or return of capital upon or in respect of any Securities or any part thereof, or resulting from a split-up, revision, reclassification or other like change of the Securities, or otherwise received in exchange therefor; all subscription rights, warrants or options issued to the holders of, or in respect of, the Securities; each certificate or other instrument evidencing any of the foregoing; (i) any declaration or payment of any distribution or dividend (including a stock dividend) on, or the making of any pro rata distribution, loan, advance, or investment to or in any holder (in its capacity as a partner, shareholder or other equity holder) of, any partnership interest or shares of capital stock or other equity interest of such Person; any purchase, redemption, or other acquisition or retirement for value of any shares of partnership interest or capital stock or other equity interest of such Person; and assets any payments of principal of, and interest on, and all other payments in respect of any debt issued by any Person (all of the foregoing being herein referred to as collectively “Distributions”) (excluding any distributions to the members of Debtor of Debtor’s net income as permitted under the Loan Agreement; (j) all accounts of Debtor maintained with or through any other Person or Persons related to the acquisition, ownership, sale or other disposition of any interest in any security or interest in any security (including but not otherwise limited to all interest in any equity or debt security, option, warrant, put, call, futures agreements, commodity agreements, margin accounts, short positions and partnership interests), each deposit account (time, demand or other) in which any proceeds of or income from the foregoing may be on deposit, all general intangibles consisting of the foregoing and each agreement, document or instrument governing or evidencing any of the foregoing and all amendments and restatements thereof, and all claims of Debtor against any Person with respect to any of the foregoing; (k) all insurance policies and bonds and claims relating to any property described abovein this Section 1.01 and payments thereunder; (l) all cars, trucks, trailers, construction and earth moving equipment and other vehicles, whether or not covered by a certificate of title under the law of any state, and all tires and other appurtenances to any of the foregoing (collectively “Vehicles”); (m) all other personal property now owned of hereafter acquired by Debtor, including, without limitation, any and all inventory (“Inventory”), documents, goods and other property in which a security interest would be created under Chapter 9 of the Uniform Commercial Code as from time to time in effect in the State of New York or other applicable jurisdictions (the “UCC”); and (vn) all accessions to, all substitutions for and replacements of, and all proceeds and products and proceeds of any and all of the foregoing. foregoing Collateral (a) This Agreement shall create a continuing security interest including, without limitation, proceeds which constitute property of the types described in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (11.01) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise)and, to the extent that not otherwise included, all (i) such general intangibles are payments under insurance (whether or not assignable Secured Party is the loss payee thereof), or capable any indemnity, warranty or guaranty, payable by reason of being encumbered as a matter of law loss or under the terms damage to or otherwise with respect to any of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto foregoing Collateral and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateralcash."

Assignment and Grant of Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the Security Agreement), Assignor hereby assigns, transfers and conveys and grants a security interest in and mortgage to Assignee, for security purposes, all of Assignor's right, title and interest in, to and under the following property, whether now existing or owned or hereafter acquired, developed or arising (collectively, the "Intellectual Property Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof;; --------------- * Confidential treatment requested. (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with or arising out of any of the aforementioned properties and assets and not otherwise described above; and (v) all products and proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As security ----------------------------------------- for the due and punctual payment and performance of all of the Secured Obligations (as defined in now existing or hereafter arising, the Security Agreement)Company hereby pledges, Assignor hereby assigns, transfers and conveys grants to the Agent, for the benefit of the Secured Parties, a lien on and grants a continuing security interest in and mortgage to Assignee, for security purposesin, all of Assignorthe Company's right, title and interest interest, whether now owned or held or hereafter acquired, in, to and under the following property, whether wheresoever the same may now existing or owned or hereafter acquiredbe located (the "Collateral"): ---------- (i) each agreement, developed instrument, document and contract described in Schedule 1, any other contract or arising agreement to which the Company is a ---------- party, any acknowledgment delivered to the Company, any consent to collateral assignment executed in connection with any such agreement, instrument, document, contract, other contract or agreement or acknowledgment, and any amendment, modification, restatement or supplement executed in connection with any such agreement, instrument, document, contract, other contract or agreement, acknowledgment or consent (each such agreement, instrument, document, contract, other contract or agreement, acknowledgment, consent, amendment, modification, restatement or supplement referred to above in this paragraph (i), as amended, modified, restated or ------------- supplemented from time to time, individually, an "Assigned Agreement", and, ------------------ collectively, the "Intellectual Property CollateralAssigned Agreements"): ), including (i1) all patents rights of the ------------------- Company to receive moneys due and patent applicationsto become due under or pursuant to the Assigned Agreements, domestic (2) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or foreignguaranty with respect to the Assigned Agreements, (3) all licenses relating claims of the Company for damages arising out of or for breach of or default under the Assigned Agreements, (4) all rights of the Company to terminate, amend, modify or supplement any of the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, (5) all collateral, liens and security interests now or hereafter granted to the Company pursuant to any of the foregoing Assigned Agreements to secure any of the obligations of any Person (other than the Company) under any of the Assigned Agreements, and (6) all income and royalties rights of the Company to foreclose on or otherwise exercise any remedies with respect to any licenses of such collateral, liens or security interests now or hereafter securing any of the obligations of any Person (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereofother than the Company) under any of the Assigned Agreements; (ii) all state "Accounts" (including common lawas such term is defined in the UCC), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, including all rights to xxx receive payment for past, present goods sold or future infringement leased or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof;for services rendered (collectively the "Accounts Receivable"); ------------------- (iii) the entire goodwill of or associated with the businesses all Permits now or hereafter conducted by Assignor connected with and symbolized by held in the name of the Company or for the benefit of the Project, including those listed on Schedule 2, ---------- except to the extent that the pledge, assignment, transfer or grant of a ------ lien on or security interest in any of the aforementioned properties and assetssuch Permits is prohibited by applicable law or would cause any of such Permits to become void, voidable, terminable or revocable; (iv) all general intangibles automobiles, trucks, tractors, trailers and other rolling stock or moveable personal property, including rolling stock for which the title thereto is evidenced by a certificate of title issued by the United States or a state which permits or requires a lien thereon to be evidenced upon such title, in which the Company now or at any time in the future may have an interest (collectively, the "Rolling Stock"); ------------- (v) all "equipment" (as such term is defined in the UCC), including machinery, apparatus, installation facilities and other tangible personal property of the Company (including the medium density fiberboard plant to be constructed on the Site and all Rolling Stock) (collectively, the "Equipment"); --------- (vi) all "inventory" (as such term is defined in the UCC) in all of its forms, wherever located (including (x) fuel, tires and other spare parts inventory, consumable supplies inventory and maintenance materials inventory and raw materials and work in progress therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof, (y) goods in which the Company has an interest in mass or a joint or other interest or right of any kind, and (z) goods which are returned to or repossessed by the Company), and all intangible intellectual accessions thereto and products thereof and documentation therefor (collectively, the "Inventory"); --------- (vii) all documents of title or other similar receipts of the Company covering, evidencing or representing Inventory or Equipment (collectively, the "Documents"); --------- (x) all trade names, trademarks and service marks, logos, trademark and service xxxx registrations, and applications for trademark and service xxxx registrations (including all renewals of trademark and service xxxx registrations, and all rights corresponding thereto throughout the world, but excluding any such registration that would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the Collateral), the right to recover for all past, present and future infringements thereof, all other rights of any kind whatsoever accruing thereunder or (xi) all licenses or user or other agreements granted to the Company with respect to any of the Copyrights, Patents or Trademarks, in each case, whether now or hereafter owned or used, except to the extent that the pledge, assignment, transfer or grant of a lien on or security interest in any license or other agreement would cause the same to become void, voidable, terminable or irrevocable; (xii) all inventions, processes, production methods, proprietary information, know-how and trade secrets used in or relating to the Project; (xiii) the Accounts (as defined in Section 8), all balances therein --------- and all Permitted Investments and other instruments, certificates and notes held or maintained therein; (xiv) all information, data, plans, blueprints, designs, recorded knowledge, surveys, architectural, structural, mechanical and engineering plans and specifications, studies, reports and drawings, test reports, manuals, material standards, processing standards, performance standards, catalogs, computer and automatic machinery software and programs, all accounting information and all media in which or on which any information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, prepared by or on behalf of the Company for the construction, acquisition, occupancy, use, operation, maintenance, repair or restoration of the Project or any part thereof; (xv) all rights, claims and benefits of the Company against any Person arising out of, relating to or in connection with Inventory or Equipment, including any such rights, claims or benefits against any Person storing or transporting Inventory or Equipment; (xvi) all Casualty Proceeds and other proceeds payable under any insurance policies or indemnities in respect of the Project or any part thereof including policies insuring against loss of revenues for reason of interruption of the operation of the Project, and all eminent domain proceeds; (xvii) all other tangible and intangible property of the Assignor Company, including accounts, vendor warranties, payment and/or performance bonds and letters of credit running to the Company or assigned to the Company, rights, interests, contract rights, tax refunds, chattel paper, securities (including certificated and Uncertificated Securities, Securities Accounts, and Security Entitlements, Commodity Accounts and Commodity Entitlements and other Investment Property) (as such terms are defined in the U.C.C.), documents, instruments, general intangibles, fixtures, trade fixtures, consumer goods and any kind indemnity, warranty or nature, associated with guaranty in respect of the Project or arising out of any of the aforementioned properties and assets and not otherwise described aboveforegoing; and (vxviii) to the extent not included in the foregoing, all products proceeds, products, accessions, rents, revenues, incomes, royalties, benefits, additions, substitutions, replacements of and proceeds of to any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereofforegoing Collateral. (b) Notwithstanding Except as may be permitted by the Credit Agreement, the Company shall not cancel, terminate, assign, amend, supplement or otherwise modify any of the Assigned Agreements. The Company shall comply with, maintain in full force and effect and enforce the terms and provisions of each Assigned Agreement in accordance with the Credit Agreement. Subject to the foregoing and to the other provisions of this Section 2Agreement and the provisions of the other Credit Documents, the grant Company may exercise all of its rights and privileges under, and with respect to, the Collateral, including the Assigned Agreements, but such right shall terminate automatically upon notice thereof from the Agent to the Company following the occurrence of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), Default relating to the extent that (i) such general intangibles are not assignable Assigned Agreements or capable a Default, provided that, upon the occurrence of being encumbered as a matter of law Default relating to the Company pursuant to Sections 9.6 or under the terms 9.7 of the licenseCredit Agreement, lease or other agreement applicable thereto (but solely to the extent that any such restriction notice shall be enforceable under applicable law), without deemed to have been given automatically upon the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance occurrence of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property CollateralDefault."

Assignment and Grant of Security Interest. This Assignment is intended to be a security agreement pursuant to the Uniform Commercial Code as presently in effect in the State of Iowa (athe “Code”) As security for the payment and performance any of the Obligations (items specified below as defined in part of the Security Agreement)Collateral, Assignor hereby assignswhich, transfers and conveys and grants under applicable law, may be subject to a security interest in pursuant to the Code. Grantor hereby assigns and mortgage conveys to AssigneeSecured Party, for and hereby grants Secured Party a first priority security purposesinterest in, all of Assignor's its right, title and interest inin and to (a) 2,700,000 Shares, and all certificates, if any, representing such Shares, and all dividends, distributions of whatever nature, profits, liquidation proceeds, cash, instruments and other property or proceeds from time to and under the following propertytime received, whether now existing receivable or owned otherwise distributed in respect of, arising out of, or hereafter acquiredin exchange for, developed any or arising all of such Shares; (collectively, the "Intellectual Property Collateral"): (ib) all patents of the limited liability company interests (the “Interests”) of Green Plains Shenandoah LLC, a Delaware limited liability company (“Shenandoah”), and patent applicationsall certificates, domestic if any, representing such Interests, and all dividends, distributions of whatever nature, profits, liquidation proceeds, cash, instruments and other property or foreignproceeds from time to time received, receivable or otherwise distributed in respect of, arising out of, or in exchange for, any or all licenses relating of such Interests; (c) all proceeds of any of the foregoing, and other amounts or property of any kind whatsoever due or to become due to Grantor thereunder or with respect thereto; (d) all replacements of and additions to any of the foregoing foregoing; and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (iie) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now owned or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; acquired (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with or arising out of any of the aforementioned properties and assets and not otherwise described above; and (v) all products and proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions interests of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms all of the license, lease or other agreement applicable thereto Grantor being hereinafter collectively referred to as the (but solely to the extent that any such restriction shall be enforceable under applicable law“Collateral”), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As security for the prompt payment and performance of all obligations, liabilities and indebtedness of Debtor to Secured Party arising under or in connection with the Obligations Bareboat Charter and the Charter Documents related thereto (as defined in the Security Agreementsuch agreements may be extended, renewed, restated, amended or supplemented), Assignor of every nature and description, whether now existing or hereafter arising, due or to become due, including without limitation, and individually, collectively and interchangeably, (a) the payment of all charter hire, stipulated loss value payments, termination payments, liquidated damages, purchase option payments payable by Debtor under the Bareboat Charter, and (b) all additional fees, Attorneys’ Fees, late charges, premiums of insurance, taxes, assessments, expenses, costs, reimbursements, indemnities and other sums payable by Debtor under the Charter Documents, whether such obligations, liabilities and indebtedness are absolute or contingent, liquidated or unliquidated, owed individually or jointly, severally or jointly and severally with others, as a principal obligor or as a surety (all of the foregoing, hereinafter, collectively, the “Secured Obligations”), Debtor hereby sells, assigns, pledges, transfers and conveys sets over unto Secured Party and hereby grants to Secured Party a security interest in and mortgage lien upon the following described personal property (whether now existing and owned by Debtor or hereafter arising or acquired by Debtor) and in the proceeds (including cash proceeds, insurance proceeds and proceeds of proceeds) of such property in any form (hereinafter collectively referred to Assignee, for security purposes, all as the “Assigned Property”): (a) All of Assignor's Debtor’s right, title and interest inin and to the Time Charter, and all supporting obligations related thereto; (b) All of Debtor’s right, title and interest in and to all accounts and payment intangibles now or hereafter due under the following propertyTime Charter, whether now existing or owned or hereafter acquired, developed or arising (collectively, the "Intellectual Property Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents all charter hire, earnings, freights, subfreights, demurrage, salvage or requisition awards and patent applications as described recoveries, recoveries in SCHEDULE A heretogeneral average, and other claims for money, distributions, indemnities, losses or damages (including liquidated damages), all rights arising out of or related to xxx for pastthe Time Charter, to the present or future infringement thereofuse, all rights arising therefrom and pertaining thereto and all reissuesoperation or management of the Vessel pursuant to the Time Charter, divisions, continuations, renewals, extensions and continuations-in-part or to any breach thereof; (iic) All of Debtor’s right, title and interest in and to all state (including common law)other general intangibles now or hereafter arising under the Time Charter, federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any or out of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement use, operation or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any management of the aforementioned properties and assets; (iv) all general intangibles (as defined in Vessel pursuant to the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with or arising out of any of the aforementioned properties and assets and not otherwise described aboveTime Charter; and (vd) all products and proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security Debtor’s interest in all insurance policies relating to the Intellectual Property Collateral which shall remain Vessel provided under or in effect until terminated in accordance connection with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend toTime Charter, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security Debtor’s interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateralpayments thereunder."

Assignment and Grant of Security Interest. (a) As security for the prompt payment and performance of the Obligations (as defined in Obligations, the Security Agreement), Assignor Borrower hereby assigns, transfers and transfers, conveys and grants to the Lender a security interest in, a general lien upon and/or a right of set-off against (whether now owned or hereafter acquired by the Borrower and whether acquired in and mortgage to Assignee, for security purposes, the United States or elsewhere in the world) all of Assignor's right, title and interest in, of the Borrower in and to and under the following propertyfollowing, whether now existing or owned or hereafter acquired, developed or arising (collectively, the "Intellectual Property Collateral"):: (i) all patents of the Patents issued by the United States Patent and patent applicationsTrademark Office listed on Schedule A to this Agreement; (ii) all applications for Patents to be issued by the United States Patent and Trademark Office listed on Schedule A to this Agreement); (iii) all Patents issued by any other country or any office, domestic agency or foreignother governmental authority thereof and that are listed on Schedule A to this Agreement; (iv) all applications for Patents to be issued by any office, agency or other governmental authority referred to in clause (iii) above and that are listed on Schedule A to this Agreement; (v) all licenses relating registrations and recordings with respect to any of the foregoing foregoing; (vi) all reissues, continuations, continuations-in-part, extensions and divisions of any of the foregoing; (vii) all income and royalties with respect to licenses of any licenses (includingPatents, without limitationinventions, such patents and patent applications as described in SCHEDULE A hereto)processes, production methods, proprietary information or know-how covered by any of the foregoing, including all rights to xxx payments in respect thereof; (viii) all rights to sue for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereofinfringements of any of the foregoing; (iiix) all state (including common law)to the extent not included above, federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as such term is defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with or arising out of any of Borrower representing the aforementioned properties and assets and not otherwise described aboveforegoing; and (v) all products and proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As security for To secure the payment and performance of the Obligations (as defined in the Security Agreement)----------------------------------------- Secured Obligations, Assignor Debtor hereby grants, assigns, transfers and conveys and grants to Secured Party a continuing security interest in and mortgage to Assignee, for security purposes, all of AssignorDebtor's right, title and interest in, in and to and under the following property, whether now existing or owned or hereafter acquired, developed acquired or arising and whether registered or unregistered (collectively, the "Intellectual Property Trademark Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach and if such breach would constitute a material breach of such license sufficient to give rise to a right on the part of the licensor to terminate such license or to impose liability for not insignificant damages upon the licensee for breach of such license), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications for registration in the PTO, any State of such trademarksthe United States or any other country or any political subdivision thereof (but excluding each application to register any trademark, service marks xxxx, or other xxxx xxxxx to the filing under applicable law of a verified statement of use (or the equivalent) for such trademark or service xxxx) and trade namesall extensions or renewals thereof, all licenses relating to including without limitation any of the foregoing identified on Schedule A ---------- hereto (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to xxx or bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present or future infringement or unconsented use thereof, and all income rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, of any Trademarks and all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofthereto; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with related to or arising out of any of the aforementioned properties Trademarks and assets and not otherwise described aboveall the goodwill of Debtor's business symbolized by the Trademarks or associated therewith; and (viv) all products and proceeds Proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the Obligations (as defined in the Security Agreement)Secured Obligations, Assignor whether now existing or hereafter arising and howsoever evidenced, CE Generation hereby assigns, transfers and conveys grants to the Collateral Agent and grants hereby creates in favor of the Collateral Agent, for the benefit of the Secured Parties, a continuing Lien on and security interest of first priority (subject to Permitted Liens) in and mortgage to Assignee, for security purposes, all of Assignor's the right, title and interest of CE Generation in, to and under all of the following propertyfollowing, whether now existing or owned or hereafter acquired, developed or arising from time to time acquired (collectively, the "Intellectual Property CE Generation Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereofAccounts; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofReceivables; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assetsall Inventory; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with or arising out of any of the aforementioned properties and assets and not otherwise described above; andEquipment; (v) all products General Intangibles; (vi) all Financial Assets; (vii) all Investment Property, provided that the CE Generation Collateral shall not include the capital stock of Magma Power Company, a Nevada corporation, owned by CE Generation; (viii) all Contracts and proceeds all Contract Rights; (ix) all Governmental Approvals, provided that any Governmental Approval which by its terms or by operation of law would become void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder or if a security interest therein were granted hereunder is expressly excepted and excluded from such Lien and the terms of this Agreement to the extent, and only to the extent, necessary so as to avoid such voidness, voidability, terminability or revocability; (x) all Fixtures; (xi) all Insurance Policies; (xii) all bank accounts, Securities Accounts and trust accounts of CE Generation, all cash, securities, instruments, Investment Property, Financial Assets, Security Entitlements and other property from time to time held in, or credited to, such accounts and all interest and income earned on any such cash, securities, instruments, Investment Property, Financial Assets, Security Entitlements and other property; (xiii) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, credits, claims, demands and assets of CE Generation, whether now existing or hereafter acquired from time to time and whether or not of a type which may be subject to a security interest under the Uniform Commercial Code as in effect from time to time in the State of New York; and (xiv) any and all additions and accessions to any of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof., all improvements thereto, all substitutions and replacements therefor and all products and Proceeds thereof; (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a The security interest as provided herein shall not extend to, and granted to the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 Collateral Agent pursuant to this Agreement extends to all CE Generation Collateral of the kind which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of this Agreement which CE Generation may acquire at any account receivabletime during the continuation of this Agreement, whether such CE Generation Collateral is in transit or in CE Generation's, the Collateral Agent's, any Secured Party's or any other Person's constructive, actual or exclusive occupancy or possession. (Bc) any Notwithstanding the foregoing, monies distributed from the Distribution Suspense Account in accordance with the requirements of the Depositary Agreement shall be released from the security interests created hereunder and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is shall not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property constitute CE Generation Collateral."

Assignment and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all of the Obligations (as defined in Obligations, the Security Agreement)Steam Lessee hereby pledges, Assignor hereby hypothecates, assigns, grants, transfers and conveys delivers to the Security Agent, for the benefit of the Owner Trustee and grants GE Capital, a continuing security interest of first priority, in and mortgage to Assignee, for security purposes, all of Assignorthe Steam Lessee's right, title and interest (including any leasehold interest) in, to and under (i) all Receivables, (ii) all Inventory, (iii) all Equipment, (iv) all General Intangibles, (v) all Contracts and all Contract Rights, (vi) all amounts from time to time held in any checking, savings, deposit or other account of the following Steam Lessee and all investments and securities at any time on deposit in such accounts and all income or gain earned thereon, (vii) all Governmental Actions, provided, that any Governmental Action which by its terms or by operation of law would become void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder or if a security interest therein were granted hereunder are expressly excepted and excluded from the Lien and the terms of this Security Agreement to the extent necessary so as to avoid such voidness, voidability, terminability or revocability, (viii ) all Fixtures, (ix) without limiting the generality of the foregoing, all other personal property, rights, interests, goods, Instruments, Chattel Paper, Documents, credits, claims, demands and assets of the Steam Lessee whether now existing or owned or hereafter acquiredacquired from time to time, developed or arising and (x) any and all additions and accessions to any of the foregoing, all improvements thereto, all substitutions and replacements therefor and all products and Proceeds thereof (all of the above collectively, the "Intellectual Property Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with or arising out of any of the aforementioned properties and assets and not otherwise described above; and (v) all products and proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a The security interest as provided herein shall not extend togranted to the Security Agent, for the benefit of the Owner Trustee and GE Capital, pursuant to this Security Agreement extends to all Collateral of the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 kind which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of this Security Agreement which the Steam Lessee may acquire at any account receivabletime during the continuation of this Security Agreement, (B) whether such Collateral is in transit or in the Steam Lessee's, the Partnership's, the Security Agent's, the Owner Trustee's, GE Capital's, or any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment other Person's constructive, actual or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor exclusive occupancy or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateralpossession."

Assignment and Grant of Security Interest. (a) As security for the prompt and complete payment and performance when due of all of the Obligations (Obligations, the Partnership hereby grants to the Collateral Agent for itself and for the benefit of the Senior Parties or certain of them as defined provided in the Security Agreement), Assignor hereby assigns, transfers and conveys and grants Collateral Agency Agreement a continuing security interest of first priority, in and mortgage to Assignee, for security purposes, all of Assignorthe Partnership's right, title and interest in, to and under the following following, in each case, whether now owned or existing or hereafter acquired or arising, and wherever located: (i) all Receivables, (ii) all Inventory, (iii) all Equipment, (iv) all General Intangibles, (v) all Contracts and all Contract Rights, (vi) the Funds and all cash, investments and securities from time to time held in any checking, savings, deposit or other account of the Partnership, pROVIDED that the security interest in the Debt Service Reserve Account granted herein to the Collateral Agent shall be solely for the benefit of the Trustee acting on behalf of the Holders (and for the benefit of the DSR LOC Agent to the extent of the Interest Portion thereof); (vii) all Governmental Approvals, PROVIDED, that any Governmental Approval which by its terms or by operation of law would become void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder or if a security interest therein were granted hereunder is expressly excepted and excluded from the Lien and the terms of this Security Agreement to the extent necessary so as to avoid such voidness, voidability, terminability or revocability, (viii) all Fixtures, including but not limited to those now or hereafter attached to, placed on, or incorporated in the Site, (ix) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, credits, claims, demands and assets of the Partnership whether now existing or owned or hereafter acquiredacquired from time to time (including but not limited to the Authority Bonds and the Partnership's rights and benefits as a holder of the Authority Bonds under the Authority Indenture, developed or arising (collectivelyincluding in respect of the Authority Security Deed, the "Intellectual Property Collateral"): (i) Authority's interest in the Lease Agreement, the Guaranty and all patents and patent applications, domestic or foreign, all licenses relating to any other security held by the Authority Trustee thereunder for the benefit of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A heretoholders of the Authority Bonds), all rights to xxx for pastreceive equity contributions, present or future infringement thereof, and all rights arising therefrom to Loss Proceeds, but excluding the proceeds of third party liability insurance and pertaining thereto worker's compensation), and (x) any and all reissues, divisions, continuations, renewals, extensions additions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating accessions to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registeredforegoing, all rights to xxx for past, present or future infringement or unconsented use thereofimprovements thereto, all rights arising therefrom substitutions and pertaining thereto replacements therefor and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with or arising out of any of the aforementioned properties and assets and not otherwise described above; and (v) all products and proceeds of any and Proceeds thereof (all of the foregoing. (a) This Agreement shall create a continuing security interest in above collectively, the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof"COLLATERAL"). (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a The security interest as provided herein shall not extend to, and granted to the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 Collateral Agent pursuant to this Security Agreement extends to all Collateral of the kind which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of this Security Agreement which the Partnership may acquire at any account receivabletime during the continuation of this Security Agreement, (B) whether such Collateral is in transit or in the Partnership's, any and all proceeds of Senior Party's, or any general intangibles which are otherwise excluded to the extent that the assignment other Person's constructive, actual or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor exclusive occupancy or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateralpossession."

Assignment and Grant of Security Interest. (a) As collateral security for the prompt and com plete payment and performance when due of all of the Obligations (as defined in Lessee Obligations, the Partnership hereby assigns and grants to the Security AgreementAgent, for the benefit of GE Capital and the Owner Trustee (and by collateral assignment, the Indenture Trustee), Assignor hereby assigns, transfers and conveys and grants a continuing security interest of first priority, in and mortgage to Assignee, for security purposes, all of Assignorthe Partnership's right, title and interest in, to and under (i) all Receivables, (ii) all Inventory, (iii) all Equipment, (iv) all General Intangibles, (v) all Contracts and all Contract Rights, (vi) all amounts from time to time held in any checking, savings, deposit or other account of the following Partnership and all investments and securities at any time on deposit in such accounts (including all of the Accounts) and all income or gain earned thereon, (vii) all Governmental Actions, provided, that any Governmental Action which by its terms or by operation of law would become void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder or if a security interest therein were granted hereunder are expressly excepted and excluded from the Lien and the terms of this Agreement to the extent necessary so as to avoid such voidness, voidability, terminability or revocability, (viii) all Fixtures, (ix) without limiting the generality of the foregoing, all other personal property, rights, interests, goods, Instruments, Chattel Paper, Documents, credits, claims, demands and assets of the Partnership whether now existing or owned or hereafter acquiredacquired from time to time, developed or arising and (x) any and all additions and accessions to any of the foregoing, all improvements thereto, all substitutions and replacements therefor and all products and Proceeds thereof (all of the above collectively, the "Intellectual Property Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with or arising out of any of the aforementioned properties and assets and not otherwise described above; and (v) all products and proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a The security interest as provided herein shall not extend togranted to the Security Agent, for the benefit of GE Capital and the term "Intellectual Property Collateral" shall not includeOwner Trustee, (1) that certain U.S. Patent No. 5,425,946 pursuant to this Security Agreement extends to all Collateral of the kind which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of this Security Agreement which the Partnership may acquire at any account receivabletime during the continuation of this Security Agreement, (B) whether such Collateral is in transit or in the Partnership's, the Security Agent's, the Owner Trustee's, GE Capital's, or any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment other Person's constructive, actual or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor exclusive occupancy or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateralpossession."

Assignment and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance of the Obligations (Secured Indebtedness, and in order to induce the Lenders to enter into the Forbearance Agreements and to forbear as defined in the Security Agreement)set forth therein, Assignor Machinery hereby assigns, transfers mortgages, pledges and conveys hypothecates to the Lenders, and hereby grants to the Lenders (or the Collateral Agent on behalf of all Lenders) a continuing security interest in and mortgage to Assignee, for security purposes, all of Assignor's right, title and interest in, to the assets and under property of Machinery of the following propertytypes described below, whether now existing or owned or hereafter acquired, developed wherever located, howsoever arising or created, and whether now existing or hereafter arising, existing or created: (a) all Chattel Paper, Instruments, promissory notes in the actual or constructive possession of any Lender or of Machinery in trust for the Lenders, or in the possession of a third party on behalf of the Lenders, or in transit to or from the Collateral Agent, or designated by Machinery as collateral for the Secured Indebtedness (as defined in Section 3 hereof) (whether or not such collateral shall have been delivered to Collateral Agent on behalf of the Lenders), including, without limitation, all rights, titles and interests Machinery may now or hereafter have in and to any and all promissory notes, guaranties, deeds of trust, security agreements, insurance policies, title insurance policies, take-out commitments, commitments to purchase promissory notes secured by real property, equipment and / or inventory, other commitments, and other instruments, documents, or agreements relating thereto, delivered or to be delivered, to the Collateral Agent or to be held by Machinery in trust for the Lenders; (b) all money or other property of Machinery in the possession of any Lender including, without limitation, (i) Machinery's deposits with any Lender and (ii) the obligations of such Lender, as the case may be, to Machinery arising out of such deposits; (collectivelyc) all Accounts and General Intangibles, relating to the foregoing; (d) All Sales Proceeds; (e) All personal property, contract rights, accounts receivable, accounts and general intangibles of whatsoever kind relating to the Collateral, including, without limitation, the "Intellectual Property right to receive all hazard, private mortgage and title insurance proceeds and condemnation awards which may be payable in respect of the premises encumbered by any Collateral"):; (f) all of Machinery's property insurance maintained upon and protecting the assets and property described above; (g) all payments and prepayments of principal, interest, penalties and other income of payments due or to become due with respect to any and all promissory notes and related loan documents constituting the Collateral, including but not limited to, such payments deposited with Collateral Agent; (h) all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, tapes, disks, cards, accounting records and other records, information and data of Machinery relating to any of the foregoing; and (i) all patents products and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses proceeds (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (iiinsurance proceeds) all state (including common law), federal and foreign trademarks, service marks and trade namesof, and applications for registration of such trademarksadditions, service marks improvements and trade names, accessions to all licenses relating to and any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as property described above. All of the property described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with or arising out of any of the aforementioned properties and assets and not otherwise described above; and (v) all products and proceeds of any and all of the foregoing. clauses (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that through (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under above is hereinafter collectively called the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As security for To secure the payment and performance of the Obligations (as defined in the Security Agreement)Secured Obligations, Assignor Obligor hereby grants, assigns, transfers and conveys and grants to Foothill a continuing security interest in and mortgage to Assignee, for security purposes, all of AssignorObligor's right, title and interest in, in and to and under the following property, whether now existing or owned or hereafter acquired, developed acquired or arising and whether registered or unregistered (collectively, the "Intellectual Property Trademark Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Obligor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of terminating or permitting termination of the license for breach (unless the licensor has consented to such grant or waived such termination remedy)), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications for registration in the PTO, any State of such trademarksthe United States and all extensions or renewals thereof, service marks and trade names, all licenses relating to including without limitation any of the foregoing identified on Schedule A hereto (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation and to apply for, renew and extend any of the same, to xxx or bring opposition or cancellation proceedings in the name of Obligor or in the name of Foothill for past, present or future infringement or unconsented use thereof, and all income rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, of any Trademarks and all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofthereto; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with related to or arising out of any of the aforementioned properties Trademarks and assets and not otherwise described aboveall the goodwill of Obligor's business symbolized by the Trademarks or associated therewith; and (viv) all products and proceeds Proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As security for To secure the payment and performance of the Obligations (as defined in the Security Agreement)Secured Obligations, Assignor each Debtor hereby assigns, transfers transfers, and conveys to Secured Party, and hereby grants a security interest in and mortgage to Assignee, for security purposesSecured Party in, all of Assignorsuch Debtor's right, title and interest in, to and under the following property, whether now existing or owned hereafter acquired or hereafter acquiredarising, developed and whether registered or arising unregistered (collectively, the "Intellectual Property Trademark Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by that Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach and where the licensor is not an affiliate of a Debtor), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications for registration in the PTO, any State of such trademarksthe United States or any other country or any political subdivision thereof, service marks and trade namesall extensions or renewals thereof, all licenses relating to including without limitation any of the foregoing and all income and royalties with respect identified on Schedule A hereto (as the same may be amended, modified or supplemented from time to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B heretotime), whether registered and the right (but not the obligation) to register claims under any state or unregistered federal trademark law or regulation or any trademark law or regulation of any foreign country and wherever registeredto apply for, all rights renew and extend any of the same, to xxx sue xx bring opposition or cancellation proceedings in the name of that Debtor or in the name of Secured Party for past, present or future infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and rights to sue for past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofthereto; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with related to or arising out of any of the aforementioned properties Trademarks and assets and not otherwise described aboveall the goodwill of that Debtor's business symbolized by the Trademarks or associated therewith; and (viv) all products and proceeds Proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the Security Agreement)Obligations, Assignor Debtor hereby grants, assigns, transfers transfers, and conveys and grants to Secured Party a continuing security interest in and mortgage to Assignee, for security purposes, all of AssignorDebtor's right, title and interest in, to and under the following property, whether now existing or owned or hereafter acquired, developed acquired or arising (collectively, the "Intellectual Property Patent Collateral"): (i) all patents and letters patent applications, domestic of the U.S. or foreignany other country, all licenses relating to any registrations and recordings thereof, and all applications for letters patent of the foregoing and U.S. or any other country, owned, held, or used by Debtor in whole or in part, including all income and royalties with respect to any licenses (including, without limitation, such existing U.S. patents and patent applications as of Debtor which are described in SCHEDULE A hereto), as the same may be amended or supplemented pursuant hereto from time to time, and together with and including all rights to xxx for pastpatent licenses held by Debtor, present or future infringement thereofincluding such patent licenses which are described in SCHEDULE A hereto, all rights arising therefrom and pertaining thereto and together with all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and the inventions disclosed therein, and all rights corresponding thereto throughout the world, including the right to make, use, lease, sell and otherwise transfer the inventions disclosed therein, and all proceeds thereof, including all license royalties and proceeds of infringement suits (collectively, the "Patents"); (ii) all state (including common law)claims, federal causes of action and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or and future infringement or unconsented use thereof, of any of the Patents and all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofthereto; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor Debtor of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the aforementioned properties and assets Patents and not otherwise described above; and (viv) all products and proceeds Proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As security for To secure the payment and performance of the Obligations (as defined in the Security Agreement)Secured Obligations, Assignor each Debtor hereby assigns, transfers and conveys transfers, conveys, and grants a security interest in and mortgage to Assignee, for security purposesSecured Party in, all of Assignorsuch Debtor's right, title and interest in, to and under the following property, whether now existing or owned hereafter acquired or hereafter acquiredarising, developed and whether registered or arising unregistered (collectively, the "Intellectual Property Trademark Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by that Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach and where the licensor is not an affiliate of a Debtor), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications for registration in the PTO, any State of such trademarksthe United States or any other country or any political subdivision thereof, service marks and trade namesall extensions or renewals thereof, all licenses relating to including without limitation any of the foregoing and all income and royalties with respect identified on Schedule A hereto (as the same may be amended, modified or supplemented from time to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B heretotime), whether registered and the right (but not the obligation) to register claims under any state or unregistered federal trademark law or regulation or any trademark law or regulation of any foreign country and wherever registeredto apply for, all rights renew and extend any of the same, to xxx sue xx bring opposition or cancellation proceedings in the name of that Debtor or in the name of Secured Party for past, present or future infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and rights to sue xxx past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofthereto; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with related to or arising out of any of the aforementioned properties Trademarks and assets and not otherwise described aboveall the goodwill of that Debtor's business symbolized by the Trademarks or associated therewith; and (viv) all products and proceeds Proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest . Anything in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding Loan Documents to the foregoing provisions of this Section 2contrary notwithstanding, the grant of a security interest as provided herein Trademark Collateral shall not extend to, and include the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property CollateralAssets."

Assignment and Grant of Security Interest. (a) As security for To secure the payment and performance of the Obligations (as defined in the Security Agreement)Guarantied Obligations, Assignor Holdings hereby grants, assigns, transfers and conveys and grants to Lender a continuing security interest in and mortgage to Assignee, for security purposes, all of Assignor's Holdings' right, title and interest in, in and to and under the following property, whether now existing or owned or hereafter acquired, developed acquired or arising and whether registered or unregistered (collectively, the "Intellectual Property Trademark Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), ) and federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Holdings, and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications for registration in the PTO, any State of such trademarksthe United States (but excluding each application to register any trademark, service marks xxxx, or other xxxx xxxxx to the filing under applicable law of a verified statement of use (or the equivalent) for such trademark or service xxxx) and trade namesall extensions or renewals thereof, all licenses relating to including without limitation any of the foregoing identified on SCHEDULE A hereto (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation and to apply for, renew and extend any of the same, to xxx or bring opposition or cancellation proceedings in the name of Holdings or in the name of Lender for past, present or future infringement or unconsented use thereof, and all income rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, of any Trademarks and all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofthereto; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with related to or arising out of any of the aforementioned properties Trademarks and assets and not otherwise described aboveall the goodwill of Holdings' business symbolized by the Trademarks or associated therewith; and (viv) all products and proceeds of any and all of the foregoing. foregoing Trademark Collateral (aincluding license royalties, rights to payment, accounts receivable and proceeds of infringement suits) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise)and, to the extent that not otherwise included, all payments under insurance (iwhether or not Secured Party is the loss payee thereof) such general intangibles are not assignable or capable any indemnity, warranty or guaranty payable by reason of being encumbered as a matter of law loss or under the terms of the license, lease damage to or other agreement applicable thereto (but solely otherwise with respect to the extent that any such restriction shall be enforceable under applicable law)foregoing Trademark Collateral. For purposes of this Agreement, without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateralproceeds" shall include, (A) any general intangible which includes whatever is an account receivable or a proceed received when Trademark Collateral or proceeds are sold, licensed, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restrictedinvoluntary, and (C) upon obtaining the consent of any such licensorincludes, lessor or other applicable party's consent without limitation, all rights to payment, including returned premiums, with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateralinsurance relating thereto."

Assignment and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all of the Obligations (as defined in Lessee Obligations, the Security Agreement)Steam Lessee hereby pledges, Assignor hereby hypothecates, assigns, grants, transfers and conveys delivers to the Security Agent, for the benefit of GE Capital and grants the Owner Trustee (and by collateral assignment, the Indenture Trustee) a continuing security interest of first priority, in and mortgage to Assignee, for security purposes, all of Assignorthe Steam Lessee's right, title and interest (including any leasehold interest) in, to and under (i) all Receivables, (ii) all Inventory, (iii) all Equipment, (iv) all General Intangibles, (v) all Contracts and all Contract Rights, (vi) all amounts from time to time held in any checking, savings, deposit or other account of the following Steam Lessee and all investments and securities at any time on deposit in such accounts and all income or gain earned thereon, (vii) all Governmental Actions, provided, that any Governmental Action which by its terms or by operation of law would become void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder or if a security interest therein were granted hereunder are expressly excepted and excluded from the Lien and the terms of this Security Agreement to the extent necessary so as to avoid such voidness, voidability, terminability or revocability, (viii) all Fixtures, (ix) without limiting the generality of the foregoing, all other personal property, rights, interests, goods, Instruments, Chattel Paper, Documents, credits, claims, demands and assets of the Steam Lessee whether now existing or owned or hereafter acquiredacquired from time to time, developed or arising and (x) any and all additions and accessions to any of the foregoing, all improvements thereto, all substitutions and replacements therefor and all products and Proceeds thereof (all of the above collectively, the "Intellectual Property Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with or arising out of any of the aforementioned properties and assets and not otherwise described above; and (v) all products and proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a The security interest as provided herein shall not extend togranted to the Security Agent, for the benefit of GE Capital and the term "Intellectual Property Collateral" shall not includeOwner Trustee, (1) that certain U.S. Patent No. 5,425,946 pursuant to this Security Agreement extends to all Collateral of the kind which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of this Security Agreement which the Steam Lessee may acquire at any account receivabletime during the continuation of this Security Agreement, (B) whether such Collateral is in transit or in the Steam Lessee's, the Partnership's, the Security Agent's, the Owner Trustee's, GE Capital's, or any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment other Person's constructive, actual or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor exclusive occupancy or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateralpossession."

Assignment and Grant of Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the Security Agreement)Secured Obligations, Assignor Borrower hereby grants, assigns, transfers transfers, and conveys and grants to Lender a continuing security interest in and mortgage to Assignee, for security purposes, all of AssignorBorrower's right, title and interest in, to and under the following property, whether now existing or owned or hereafter acquired, developed acquired or arising (collectively, the "Intellectual Property Patent Collateral"): (i) all patents and letters patent applications, domestic of the U.S. or foreignany other country, all licenses relating to any registrations and recordings thereof, and all applications for letters patent of the foregoing and U.S. or any other country, owned, held, or used by Borrower in whole or in part, including all income and royalties with respect to any licenses (including, without limitation, such existing U.S. patents and patent applications as of Borrower which are described in SCHEDULE A hereto), as the same may be amended or supplemented pursuant hereto from time to time, and together with and including all rights to xxx for pastpatent licenses held by Borrower, present or future infringement thereofincluding such patent licenses which are described in SCHEDULE A hereto, all rights arising therefrom and pertaining thereto and together with all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and the inventions disclosed therein, and all rights corresponding thereto throughout the world, including the right to make, use, lease, sell and otherwise transfer the inventions disclosed therein, and all proceeds thereof, including all license royalties and proceeds of infringement suits (collectively, the "Patents"); (ii) all state (including common law)claims, federal causes of action and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or and future infringement or unconsented use thereof, of any of the Patents and all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofthereto; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor Borrower of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the aforementioned properties and assets Patents and not otherwise described above; and (viv) all products and proceeds Proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As security for To secure the payment and performance of the Obligations (as defined in the Security Agreement)Obligations, Assignor Borrower hereby grants, assigns, transfers and conveys and grants to Lender a continuing security interest in and mortgage to Assignee, for security purposes, all of AssignorBorrower's right, title and interest in, in and to and under the following property, whether now existing or owned or hereafter acquired, developed acquired or arising and whether registered or unregistered (collectively, the "Intellectual Property Trademark Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), ) and federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Borrower, and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications for registration in the PTO, any State of such trademarksthe United States (but excluding each application to register any trademark, service marks xxxx or other xxxx xxxxx to the filing under applicable law of a verified statement of use (or the equivalent) for such trademark or service xxxx) and trade namesall extensions or renewals thereof, all licenses relating to including without limitation any of the foregoing identified on SCHEDULE A hereto (as the same may be amended, modified or supplemented from time to time), and the right (but - not the obligation) to register claims under any state or federal trademark law or regulation and to apply for, renew and extend any of the same, to xxx or bring opposition or cancellation proceedings in the name of Borrower or in the name of Lender for past, present or future infringement or unconsented use thereof, and all income rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, of any Trademarks and all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofthereto; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with related to or arising out of any of the aforementioned properties Trademarks and assets and not otherwise described aboveall the goodwill of Borrower's business symbolized by the Trademarks or associated therewith; and (viv) all products and proceeds of any and all of the foregoing. foregoing Trademark Collateral (aincluding license royalties, rights to payment, accounts receivable and proceeds of infringement suits) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise)and, to the extent that not otherwise included, all payments under insurance (iwhether or not Secured Party is the loss payee thereof) such general intangibles are not assignable or capable any indemnity, warranty or guaranty payable by reason of being encumbered as a matter of law loss or under the terms of the license, lease damage to or other agreement applicable thereto (but solely otherwise with respect to the extent that any such restriction shall be enforceable under applicable law)foregoing Trademark Collateral. For purposes of this Agreement, without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateralproceeds" shall include, (A) any general intangible which includes whatever is an account receivable or a proceed received when Trademark Collateral or proceeds are sold, licensed, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restrictedinvoluntary, and (C) upon obtaining the consent of any such licensorincludes, lessor or other applicable party's consent without limitation, all rights to payment, including returned premiums, with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateralinsurance relating thereto."

Assignment and Grant of Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the Security Agreement)Guarantied Obligations, Assignor Holdings hereby grants, assigns, transfers transfers, and conveys and grants to Lender a continuing security interest in and mortgage to Assignee, for security purposes, all of Assignor's Holdings' right, title and interest in, to and under the following property, whether now existing or owned or hereafter acquired, developed acquired or arising (collectively, the "Intellectual Property Patent Collateral"): (i) all patents and letters patent applications, domestic of the U.S. or foreignany other country, all licenses relating to any registrations and recordings thereof, and all applications for letters patent of the foregoing and U.S. or any other country, owned, held, or used by Holdings in whole or in part, including all income and royalties with respect to any licenses (including, without limitation, such existing U.S. patents and patent applications as of Holdings which are described in SCHEDULE A hereto), as the same may be amended or supplemented pursuant hereto from time to time, and together with and including all rights to xxx for pastpatent licenses held by Holdings, present or future infringement thereofincluding such patent licenses which are described in SCHEDULE A hereto, all rights arising therefrom and pertaining thereto and together with all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and the inventions disclosed therein, and all rights corresponding thereto throughout the world, including the right to make, use, lease, sell and otherwise transfer the inventions disclosed therein, and all proceeds thereof, including all license royalties and proceeds of infringement suits (collectively, the "Patents"); (ii) all state (including common law)claims, federal causes of action and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or and future infringement or unconsented use thereof, of any of the Patents and all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofthereto; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor Holdings of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the aforementioned properties and assets Patents and not otherwise described above; and (viv) all products and proceeds Proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

Assignment and Grant of Security Interest. (a) As security for the payment Borrower hereby unconditionally, absolutely and performance of the Obligations (as defined in the Security Agreement)presently sells, Assignor hereby grants, transfers, assigns, transfers releases and conveys and grants a security interest in and mortgage to Assignee, for security purposes, the Bank all of AssignorBorrower's right, title and interest in and to, and hereby grants to the Bank a security interest, under the Uniform Commercial Code of Pennsylvania, as amended, in, all the Borrower's rights to and the payment of monies under the following propertyFacility Agreement, whether including, but not limited to, the Early Termination Fee, the Annual Fee, all present and future rents, payments in lieu of rent, indemnifications, damages, expense reimbursements, income, receipts, profits, revenues, royalties, earnings, 2 accounts receivable, security deposits, causes of action, rights and benefits arising from the use, occupancy and operation of the Facility, all present and future proceeds of policies of insurance covering the loss of rent or property and other sums payable under the Facility Agreement from any cause, including, without limitation, resulting from destruction or damage to any portion of the Facility, or any equipment therein, proceeds from the termination, surrender or rejection of the Facility Agreement, or from the buyout of any of the Borrower's rights thereunder, settlement payments made by or on behalf of ARAMARK, and any and all other payments or benefits now existing due or owned which may be hereafter become due under and by virtue of the Facility Agreement or hereafter acquiredotherwise in connection with the use, developed leasing, licensing, possession or arising operation of the Facility (collectively, the "Intellectual Property Collateral"): (i) all patents ). This grant, transfer, assignment, and patent applications, domestic or foreign, all licenses relating to any . conveyance of the foregoing Collateral gives the Bank the present, unconditional and all income absolute right and royalties with respect title to any licenses (includingthe Collateral and the right to collect, without limitation, such patents receive and patent applications as described in SCHEDULE A hereto), all rights apply to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any the obligations of the foregoing and Borrower to the Bank all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with or arising out of any of the aforementioned properties and assets and not otherwise described above; and (v) all products and proceeds of any and all payments constituting Collateral. In furtherance of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend toBorrower hereby pledges, grants, sells, transfers, conveys, releases and assigns to the Bank, and also grants the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by Bank a security interest in favor all of Bankers Trust Company as evidenced by the filing in the U.S. Patent Borrower's right, title and Trademark Office (the "Excluded Patent Collateral")interest to exercise Borrower's benefits, rights and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or remedies under the terms of the license, lease or other agreement applicable thereto (but solely to Facility Agreement. To the extent that any payments are made to the Borrower under the Facility Agreement, notwithstanding the assignment contained herein, such restriction payment shall be enforceable under applicable law), without held by the consent of Borrower in trust for the licensor or lessor thereof or other applicable party thereto Bank and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related be immediately delivered to the enforcement or collection ofBank in the form received, any account receivable, or goods which are for application by the subject Bank in accordance with the terms of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateralthis Agreement."

Assignment and Grant of Security Interest. (a) As security for To secure the payment and performance of the Obligations (as defined in the Security Agreement)Obligations, Assignor Debtor hereby grants, assigns, transfers and conveys and grants to Secured Party a continuing security interest in and mortgage to Assignee, for security purposes, all of AssignorDebtor's right, title and interest in, in and to and under the following property, whether now existing or owned or hereafter acquired, developed acquired or arising and whether registered or unregistered (collectively, the "Intellectual Property Trademark Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), ) and federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor, and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications for registration in the PTO, any State of such trademarksthe United States (but excluding each application to register any trademark, service marks xxxx or other xxxx xxxxx to the filing under applicable law of a verified statement of use (or the equivalent) for such trademark or service xxxx) and trade namesall extensions or renewals thereof, all licenses relating to including without limitation any of the foregoing identified on SCHEDULE A hereto (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation and to apply for, renew and extend any of the same, to xxx or bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present or future infringement or unconsented use thereof, and all income rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, of any Trademarks and all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereofthereto; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with related to or arising out of any of the aforementioned properties Trademarks and assets and not otherwise described aboveall the goodwill of Debtor's business symbolized by the Trademarks or associated therewith; and (viv) all products and proceeds Proceeds of any and all of the foregoing. foregoing Trademark Collateral (aincluding license royalties, rights to payment, accounts receivable and proceeds of infringement suits) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise)and, to the extent that not otherwise included, all payments under insurance (iwhether or not Secured Party is the loss payee thereof) such general intangibles are not assignable or capable any indemnity, warranty or guaranty payable by reason of being encumbered as a matter of law loss or under the terms of the license, lease or other agreement applicable thereto (but solely damage to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property foregoing Trademark Collateral."