Common use of Assignment and Grant of Security Clause in Contracts

Assignment and Grant of Security. As collateral security for the payment, performance and satisfaction of such Grantor’s respective Secured Obligations, each Grantor grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in (and collaterally assigns to the Administrative Agent, for the benefit of the Secured Parties ) (collectively, the “Security Interest”) all rights, titles and interests which such Grantor now has or at any time in the future may acquire in the following (collectively, the “Disposition Proceeds”): (i) all purchase and sale agreements relating to any of the Restricted Equity Interests and all rights to secure payment thereunder; (ii) the cash proceeds and all securities, general intangibles, contract rights, or any other proceeds whatsoever (other than shares of a Subsidiary which the Grantor is not obligated to pledge) which are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “Restricted Disposition Proceeds” and shall not be included within the property subject to the Security Interest. The Disposition Proceeds subject to the Security Interest are referred to herein as the “Disposition Proceeds Collateral”. Notwithstanding the foregoing, the grant of a security interest and collateral assignment under this Section 2.01 shall not include, and the term “Disposition Proceeds Collateral” shall not include, any Excluded Collateral.

Assignment and Grant of Security. As Each Grantor hereby grants as collateral security for the payment, performance and satisfaction of all of its Obligations and the obligations and liabilities of any Loan Party now existing or hereafter arising under Related Swap Contracts and Secured Cash Management Arrangements other than Excluded Swap Obligations (such Grantor’s respective Obligations, obligations and liabilities referred to collectively as the “Secured Obligations”), each Grantor grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in (and collaterally assigns to the Administrative Agent, Agent for the benefit of the Secured Parties ) a continuing first priority security interest in and to, and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties (collectively, the “Security Interest”) all rights, titles and interests which such Grantor now has or at any time in the future may acquire in the following (collectively, the “Disposition Proceeds”): (i) all purchase and sale agreements relating to any of the Restricted Equity Interests and all rights to secure payment thereunder; (ii) the net cash proceeds and all securities, general intangibles, contract rights, or any other proceeds whatsoever (other than shares of a Subsidiary which the Grantor is not obligated to pledge) which are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “Restricted Disposition Proceeds” and shall not be included within the property subject to the Security Interest. The Disposition Proceeds subject to the Security Interest are referred to herein as the “Disposition Proceeds Collateral”. Notwithstanding the foregoing, the grant of a security interest and collateral assignment under this Section 2.01 shall not include, and the term “Disposition Proceeds Collateral” shall not include, any Excluded Collateral.

Assignment and Grant of Security. As Each Grantor hereby grants as collateral security for the payment, performance and satisfaction of all of the Indenture Obligations and the payment and performance of its obligations and liabilities (whether now existing or hereafter arising) hereunder or under any other Note Document to which it is now or hereafter becomes a party (such Grantor’s respective Indenture Obligations, obligations and liabilities of the Grantors referred to collectively as the “Secured Obligations”), each Grantor grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in (and collaterally assigns to the Administrative Agent, Collateral Agent for the benefit of the Secured Parties ) a continuing security interest in and to, and collaterally assigns to the Collateral Agent for the benefit of the Secured Parties (collectively, the “Security Interest”) all rights, titles and interests which such Grantor now has or at any time in the future may acquire in the following (collectively, the “Disposition Proceeds”): (i) all purchase and sale agreements relating to any of the Restricted Equity Interests and all rights to secure payment thereunder; (ii) the net cash proceeds and all securities, general intangibles, contract rights, or any other proceeds whatsoever (other than shares of a Subsidiary which the Grantor is not obligated to pledge) which are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “Restricted Disposition Proceeds” and shall not be included within the property subject to the Security Interest. The Disposition Proceeds subject to the Security Interest are referred to herein as the “Disposition Proceeds Collateral”. Notwithstanding ; provided, however, that Disposition Proceeds Collateral shall not include any Excluded Property (as defined in the foregoingSecurity Agreement, dated as of the date hereof (as amended, modified, supplemented, restated or amended and restated from time to time, the grant of a security interest “Security Agreement”), among the grantors party thereto and collateral assignment under this Section 2.01 the Collateral Agent) and Excluded Property shall not include, and be subject to the term “Disposition Proceeds Collateral” shall not include, any Excluded CollateralSecurity Interest.

Assignment and Grant of Security. As collateral security for the paymentGrantor hereby assigns -------------------------------- to Secured Party, performance and satisfaction of such Grantor’s respective Secured Obligations, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Party a continuing security interest in, all of Grantor's right, title and interest in (and collaterally assigns to the Administrative Agentfollowing, for the benefit of the Secured Parties ) (collectively, the “Security Interest”) all rights, titles and interests in each case whether now or hereafter existing or in which such Grantor now has or at any time hereafter acquires an interest and wherever the same may be located (the "COLLATERAL"): (a) each of the Trademarks and rights and interests in Trademarks that are presently, or in the future may acquire be, owned, held (whether pursuant to a license or otherwise) or used by Grantor, in whole or in part (including, without limitation, the Trademarks specifically identified in Schedule A annexed ---------- hereto, as the same may be amended pursuant hereto from time to time), and including all Trademark Rights with respect thereto and all federal, state and foreign Registrations therefor heretofore or hereafter granted or applied for, the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend the Trademarks, Registrations and Trademark Rights, the right (but not the obligation) to xxx or bring opposition or cancellation proceedings in the name of Grantor or in the name of Secured Party or otherwise for past, present and future infringements of the Trademarks, Registrations or Trademark Rights and all rights (but not obligations) corresponding thereto in the United States and any foreign country, and the Associated Goodwill; it being understood that the rights and interests included herein shall include, without limitation, all rights and interests pursuant to licensing or other contracts in favor of Grantor pertaining to any Trademarks, Registrations or Trademark Rights presently or in the future owned, held or used by third parties but, in the case of third parties which are not Affiliates of Grantor, only to the extent permitted by such licensing or other contracts or otherwise permitted by applicable law and, if not so permitted under any such contracts and applicable law, only with the consent of such third parties; (b) the following documents and things in Grantor's possession, or subject to Grantor's right to possession, related to (collectivelyY) the production, sale and delivery by Grantor, or by any Affiliate, licensee or subcontractor of Grantor, of products or services sold or delivered by or under the “Disposition Proceeds”): authority of Grantor in connection with the Trademarks, Registrations or Trademark Rights (which products and services shall, for purposes of this Agreement, be deemed to include, without limitation, products and services sold or delivered pursuant to merchandising operations utilizing any Trademarks, Registrations or Trademark Rights); or (Z) any retail or other merchandising operations conducted under the name of or in connection with the Trademarks, Registrations or Trademark Rights by Grantor or any Affiliate, licensee or subcontractor of Grantor: (i) all lists and ancillary documents that identify and describe any of Grantor's customers, or those of its Affiliates, licensees or subcontractors, for products sold and services delivered under or in connection with the Trademarks or Trademark Rights, including without limitation any lists and ancillary documents that contain a customer's name and address, the name and address of any of its warehouses, branches or other places of business, the identity of the Person or Persons having the principal responsibility on a customer's behalf for ordering products or services of the kind supplied by Grantor, or the credit, payment, discount, delivery or other sale terms applicable to such customer, together with information setting forth the total purchases, by brand, product, service, style, size or other criteria, and the patterns of such purchases; (ii) all product and service specification documents and production and quality control manuals used in the manufacture or delivery of products and services sold or delivered under or in connection with the Trademarks or Trademark Rights; (iii) all documents which reveal the name and address of any source of supply, and any terms of purchase and sale agreements delivery, for any and all materials, components and services used in the production of products and services sold or delivered under or in connection with the Trademarks or Trademark Rights; and (iv) all documents constituting or concerning the then current or proposed advertising and promotion by Grantor or its Affiliates, licensees or subcontractors of products and services sold or delivered under or in connection with the Trademarks or Trademark Rights including, without limitation, all documents which reveal the media used or to be used and the cost for all such advertising conducted within the described period or planned for such products and services; (c) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of the Restricted Equity Interests Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (d) to the extent not included in the foregoing clauses (a) - (c), all general intangibles relating to the Collateral; and (e) all proceeds, products, rents and profits (including without limitation license royalties and proceeds of infringement suits) of or from any and all rights of the foregoing Collateral and, to secure payment thereunder; the extent not otherwise included, all payments under insurance (ii) whether or not Secured Party is the cash proceeds and all securities, general intangibles, contract rightsloss payee thereof), or any other proceeds whatsoever (other than shares indemnity, warranty or guaranty, payable by reason of a Subsidiary which the Grantor is not obligated loss or damage to pledge) which are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or to any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereofforegoing Collateral. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “Restricted Disposition Proceeds” and shall not be included within the property subject to the Security Interest. The Disposition Proceeds subject to the Security Interest are referred to herein as the “Disposition Proceeds Collateral”. Notwithstanding the foregoingFor purposes of this Agreement, the grant of a security interest and collateral assignment under this Section 2.01 shall not includeterm "PROCEEDS" includes whatever is receivable or received when Collateral or proceeds are sold, and the term “Disposition Proceeds Collateral” shall not includeexchanged, any Excluded Collateralcollected or otherwise disposed of, whether such disposition is voluntary or involuntary.

Assignment and Grant of Security. As Each Grantor hereby grants as collateral security for the payment, performance and satisfaction of all of its Obligations and the obligations and liabilities of any Loan Party now existing or hereafter arising under Related Swap Contracts and Secured Cash Management Arrangements (such Grantor’s respective Obligations, obligations and liabilities referred to collectively as the “Secured Obligations”), each Grantor grants to the Administrative Agent, Agent for the benefit of the Revolving Secured Parties, Parties a continuing first priority security interest in (and to, and collaterally assigns to the Administrative Agent, Agent for the benefit of the Revolving Secured Parties ) (collectively, the “Security Interest”) all rights, titles and interests which such Grantor now has or at any time in the future may acquire in the following (collectively, the “Disposition Proceeds”): (i) all purchase and sale agreements relating to any of the Restricted Equity Interests and all rights to secure payment thereunder; (ii) the net cash proceeds and all securities, general intangibles, contract rights, or any other proceeds whatsoever (other than shares of a Subsidiary which the Grantor is not obligated to pledge) which are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “Restricted Disposition Proceeds” and shall not be included within the property subject to the Security Interest. The Disposition Proceeds subject to the Security Interest are referred to herein as the “Disposition Proceeds Collateral”. Notwithstanding the foregoing, the grant of a security interest and collateral assignment under this Section 2.01 shall not include, and the term “Disposition Proceeds Collateral” shall not include, any Excluded Collateral.

Assignment and Grant of Security. As collateral security for the paymentDebtor (a) has ASSIGNED, performance TRANSFERRED and satisfaction of such Grantor’s respective Secured ObligationsCONVEYED, each Grantor grants to the Administrative Agentand by these presents does hereby ASSIGN, for the benefit of the Secured Parties, a continuing security interest in (TRANSFER and collaterally assigns to the Administrative Agent, for the benefit of the Secured Parties ) (collectivelyCONVEY unto Lender, the “Security Interest”Lease Collateral (as set forth below) of Debtor, and all rights, titles and interests of Debtor therein, and (b) hereby GRANTS, PLEDGES AND ASSIGNS to Lender a security interest in the Equipment Collateral (as set forth below) of Debtor, and all rights, titles and interests of Debtor therein, wherever located and whether now owned or hereafter acquired by Debtor or in which such Grantor Debtor now has or at any time in the future may acquire in any right, title or interest (the following (collectively, the “Disposition Proceeds”): (i) all purchase Lease Collateral and sale agreements relating to any of the Restricted Equity Interests and all rights to secure payment thereunder; (ii) the cash proceeds and all securities, general intangibles, contract rights, or any other proceeds whatsoever (other than shares of a Subsidiary which the Grantor is not obligated to pledge) which Equipment Collateral are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “Restricted Disposition Proceeds” and shall not be included within the property subject to the Security Interest. The Disposition Proceeds subject to the Security Interest are collectively referred to herein as the “Disposition Proceeds "COLLATERAL"). The following assets of Debtor shall be included in the Collateral”. Notwithstanding : (i) All oral and written leases with, or other agreements for use made by, any person or entity more particularly described in SCHEDULE 2 attached hereto as such schedule may be amended or modified from time to time, and any and all amendments, extensions, renewals, modifications and replacements thereof pertaining to, any portion of the foregoingEquipment, whether such leases or other agreements have been heretofore or are hereafter made or agreed to (such leases and other use agreements being collectively referred to herein as the "LEASES"); (ii) The rents which are due or may hereafter become due pursuant to any of the Leases and any other payments in addition to rent made by or due from any and all lessees, or users under the Leases including, without limitation, security deposits and any monies, awards, damages or other payments made or due under the Leases (which rents and payments together with any and all other rents, issues and profits which may now or hereafter arise in connection with the ownership or operation of the Equipment are herein collectively referred to as the "RENTS"); it being intended that this granting clause shall constitute an absolute and present assignment of the Rents; (iii) All rights, powers, privileges, options and other benefits (collectively, "RIGHTS") of Debtor under the Leases, including, without limitation: (A) The immediate and continuing right to receive and collect all rents, income, revenues, issues, profits, insurance proceeds, condemnation awards, monies and security deposits or the like; (B) The right to make all waivers and agreements, including any waivers pertaining to the obligations of lessees; (C) The right to give all notices, permissions, consents and releases; (D) The right to take such action upon the happening of a default under the Leases (including the commencement, conduct and consummation of proceedings at law or in equity) as shall be permitted under any provisions of the Leases or by law; (E) The right to do any and all other things whatsoever which Debtor is or may become entitled to do under the Leases including, without limitation, the grant right to cancel or alter leases; (F) The right to exercise any option required or permitted under any of a security the Leases; (G) The right to execute new leases of the Equipment; and (H) The rights, powers, privileges and other benefits of Debtor under any and all guaranties (the "GUARANTIES") of any of the Leases; (the Leases, Rents and Rights being sometimes collectively referred to as the "LEASE COLLATERAL"); (iv) all machinery, equipment, tools, apparatus, furniture and leasehold improvements, now owned or hereafter acquired by Debtor or in which Debtor now has or hereafter may acquire any right, title or interest which have been leased pursuant to any Lease and collateral assignment under this Section 2.01 shall not includewhich have been purchased in whole or in part with the proceeds of the Advised Guidance Facility, and any and all additions, substitutions and replacements thereof, wherever located, together with all attachments, components, parts, equipment and accessories installed therein or affixed thereto (collectively, the term “Disposition "EQUIPMENT"). (v) all rights, claims and benefits of Debtor against any Person arising out of, relating to or in connection with the Equipment (the "EQUIPMENT RIGHTS"); and (vi) all accessions to, all substitutions for and replacements of, and all proceeds and products of any and all of the foregoing Equipment (including, without limitation, proceeds which constitute property of the types described in this SECTION 1.01) and, to the extent not otherwise included, all payments under insurance (whether or not Lender is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Equipment (the "EQUIPMENT PROCEEDS") (the Equipment, Equipment Rights and Equipment Proceeds Collateral” shall not include, any Excluded Collateralsometimes collectively referred to as the "EQUIPMENT COLLATERAL").

Assignment and Grant of Security. As collateral Borrower, as security for the payment, payment and performance and satisfaction of such Grantor’s respective Secured the Obligations, each Grantor grants hereby grants, assigns, transfers and conveys to the Administrative Agent, for the benefit of the Secured Parties, Party a continuing security interest in all of Borrower's right, title and interest in, to and under the following property, whether now existing or hereafter acquired or arising or in which Borrower now has or hereafter acquires or develops an interest and wherever the same may be located (and collaterally assigns to the Administrative Agent, for the benefit of the Secured Parties ) "Copyright Collateral"): (collectively, the “Security Interest”i) all copyrights, rights, titles and interests which such Grantor now has in and to published and unpublished works of authorship that Borrower owns or at uses in its business or will in the future adopt and so use, and all copyrights in any time original or derivative works of authorship and all works protectable by copyright that are presently, or in the future may acquire be, owned, created, authored (excluding all works for hire created by Borrower for any other Person), acquired or used (whether pursuant to a license or otherwise) by Borrower, in the following whole or in part (collectively, the “Disposition Proceeds”): "Copyrights"), all copyright registrations and applications for copyright registration that have heretofore been or may hereafter be issued thereon or applied for in the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (ithe "Registrations"), all common law and other rights in and to the Copyrights throughout the world, including all copyright licenses (collectively, the "Copyright Rights"), and all renewals and extensions thereof, throughout the world, including all proceeds thereof (such as, by way of example and not by limitation, license royalties and proceeds of infringement suits), the right (but not the obligation) to renew and extend such Copyrights, Registrations and Copyright Rights and to register works protectable by copyright and the right (but not the obligation) to xxx or bring proceedings in the name of Borrower or in the name of Secured Party for past, present and future infringements or violations of the Copyrights, Registrations and Copyright Rights, and recover damages for past, present and future infringements or violations thereof, and all rights corresponding thereto throughout the world, including: (A) all purchase of Borrower's right, title and sale agreements relating interest in and to all copyrights or rights or interests in copyrights registered or recorded in the United States Copyright Office, including the Registrations listed on SCHEDULE A attached hereto, as the same may be amended or supplemented pursuant hereto from time to time; (B) all of Borrower's right, title and interest in and to all renewals and extensions of any such copyrights, including renewals or extensions of the Registrations listed on SCHEDULE A attached hereto, that may be secured under the law now or hereafter in force and effect; (C) all of Borrower's right, title and interest to make and exploit all derivative works based on or adopted from all works covered by any of the Restricted Equity Interests Copyright Collateral; and (D) all of Borrower's right, title and all rights interest pursuant to secure payment thereunder; or under licensing or other contracts in favor of Borrower pertaining to copyrights and works protectable by copyright presently or in the future owned or used by third parties; (ii) the cash proceeds all inventions, designs, registrations, trade secrets, proprietary rights, corporate or other business records, computer programs, source codes, object codes, data bases and all securities, general intangibles, contract rights, or other intangible personal property at any other proceeds whatsoever time used in connection with the businesses of Borrower (other than shares of a Subsidiary which the Grantor is not obligated to pledge) which are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “Restricted Disposition Proceeds” "Proprietary Rights"); (iii) all general intangibles (as defined in the UCC) and shall all intangible intellectual or other similar property of Borrower of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the Copyrights, Registrations, Copyright Rights or Proprietary Rights and not be included within otherwise described above; and (iv) all proceeds of any and all of the property subject foregoing Copyright Collateral (including license royalties, rights to payment, accounts receivable and proceeds of infringement suits) and, to the Security Interest. The Disposition Proceeds subject extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the Security Interest are referred to herein as the “Disposition Proceeds foregoing Copyright Collateral”. Notwithstanding the foregoingFor purposes of this Agreement, the grant of a security interest and collateral assignment under this Section 2.01 shall not includeterm "proceeds" includes whatever is receivable or received when Copyright Collateral or proceeds are sold, licensed, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and the term “Disposition Proceeds Collateral” shall not includeincludes, without limitation, all rights to payment, including returned premiums, with respect to any Excluded Collateralinsurance relating thereto.

Assignment and Grant of Security. (i) As collateral security for the paymentprompt and complete payment and performance when due (whether at stated maturity, performance and satisfaction by redemption, acceleration or otherwise) of such Grantor’s respective Secured all of the Obligations, each the Grantor grants hereby assigns, pledges, transfers, conveys and sets over to the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, a continuing security interest in (and collaterally assigns grants to the Administrative Agent, Collateral Agent for the benefit of the Secured Parties ) (collectivelya security interest in and continuing lien on, the “Security Interest”) all rightsof its estate, titles right, title and interests which such Grantor now has or at any time in the future may acquire in interest in, to and under the following property of the Grantor, whether now owned or existing or hereafter acquired or arising and wherever located (collectivelyall of which being herein collectively referred to as the "Collateral"): (a) the Assigned Agreements, the “Disposition Proceeds”): including, without limitation, (i) all purchase amounts and sale agreements relating claims for amounts payable to any or for the account of the Restricted Equity Interests and all rights to secure payment thereunder; Grantor under the Assigned Agreements, (ii) the cash proceeds and all securitiesclaims, general intangibles, contract rights, privileges and remedies on the part of the Grantor, whether arising under the Assigned Agreements or by statute or at law or in equity or otherwise, arising out of or in connection with any other proceeds whatsoever (other than shares failure by any party to any Assigned Agreement to make any payment assigned hereunder, including, without limitation, all claims of a Subsidiary which the Grantor is not obligated for damages arising out of or for breach of or a default under the Assigned Agreements, (iii) all amounts payable by any party pursuant to pledgeany Assigned Agreement as a result of the exercise of any such claim, right, privilege or remedy, including all rights and claims of the Grantor under any bonding, insurance, indemnity, guarantee, warranty and liquidated damages arising out of or in connection therewith, (iv) which are received all rights of the Grantor to take any action to terminate, amend, supplement, modify or from time waive performance of the Assigned Agreements, to time receivable perform thereunder and to compel performance thereunder, and (v) all rights of the Grantor to exercise any election or otherwise distributed option or to give or receive any notice, consent, waiver or approval under or in respect of the transferAssigned Agreements, saleand the right (but not the obligation) to exercise or enforce any and all covenants, assignmentremedies, conveyance powers and privileges thereunder and to do any and all other things the Grantor is entitled to do thereunder together with full power and authority, in the name of the Grantor or otherwise, to enforce, collect, receive and give receipt for any and all of the foregoing; (b) all Accounts Receivable; (c) all Copyrights; (d) all documents, instruments, letters of credit and chattel paper; (e) all Equipment; (f) all General Intangibles; (g) all goods; (h) all Fuel Hedges and Ixxxxxxt Rate Protection Agreements; (i) all Insurance Policies; (j) all Inventory; (k) all Marks; (l) all Money; (m) all Patents; (n) to the extent permitted by applicable law, all Permits owned by or granted to or for the benefit of the Grantor or the Project; (o) all Project Bank Deposits and all deposits and accounts with other financial institutions; (p) any and all property in the possession of or under the control of the Collateral Agent or any Secured Party; (q) all other tangible and intangible personal property; (r) all Collateral Records; (s) all replacements, substitutions, additions or accessions to or for any of the foregoing; (t) all Proceeds and products of any or all of the foregoing; and (u) to the extent not included in the foregoing, all Permitted Investments of the Grantor and proceeds, products and accessions of and to any and all of the foregoing Collateral, including, without limitation, "proceeds," as defined in Section 9-306(l) of the Code, including, without limitation, whatever is received upon any collection, exchange, sale or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests Collateral, and any other property substituted into which any of the Collateral is converted, whether cash or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) non-cash proceeds, and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds other amounts paid or other sums payable and/or distributable under or in connection with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests Collateral. The assignment of the payments and the other interests described rights provided for in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests this Section 2 shall be referred to herein as “Restricted Disposition Proceeds” effective immediately upon the execution and delivery of this Agreement and shall not be included within conditioned upon the property subject to the Security Interest. The Disposition Proceeds subject to the Security Interest are referred to herein as the “Disposition Proceeds Collateral”. Notwithstanding the foregoing, the grant occurrence of a security interest and collateral assignment under this Section 2.01 shall not include, and the term “Disposition Proceeds Collateral” shall not include, any Excluded Collateraldefault hereunder or of any other contingency or event.

Assignment and Grant of Security. As Each Grantor hereby grants as collateral security for the payment, performance and satisfaction of all of its Obligations and the obligations and liabilities of any Loan Party now existing or hereafter arising under Related Swap Contracts and Secured Cash Management Arrangements other than Excluded Swap Obligations (such Grantor’s respective Obligations, obligations and liabilities referred to collectively as the “Secured Obligations”), each Grantor grants to the Administrative Agent, Agent for the benefit of the Revolving Secured Parties, Parties a continuing first priority security interest in (and to, and collaterally assigns to the Administrative Agent, Agent for the benefit of the Revolving Secured Parties ) (collectively, the “Security Interest”) all rights, titles and interests which such Grantor now has or at any time in the future may acquire in the following (collectively, the “Disposition Proceeds”): (i) all purchase and sale agreements relating to any of the Restricted Equity Interests and all rights to secure payment thereunder; (ii) the net cash proceeds and all securities, general intangibles, contract rights, or any other proceeds whatsoever (other than shares of a Subsidiary which the Grantor is not obligated to pledge) 58126489 which are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “Restricted Disposition Proceeds” and shall not be included within the property subject to the Security Interest. The Disposition Proceeds subject to the Security Interest are referred to herein as the “Disposition Proceeds Collateral”. Notwithstanding the foregoing, the grant of a security interest and collateral assignment under this Section 2.01 shall not include, and the term “Disposition Proceeds Collateral” shall not include, any Excluded Collateral.

Assignment and Grant of Security. As Each Grantor hereby grants as collateral security for the payment, performance and satisfaction of all of its Obligations and the obligations and liabilities of any Loan Party now existing or hereafter arising under Related Swap Contracts and Secured Cash Management Arrangements other than Excluded Swap Obligations (such Grantor’s respective Obligations, obligations and liabilities referred to collectively as the “Secured Obligations”), each Grantor grants to the Administrative Agent, Agent for the benefit of the Revolving Secured Parties, Parties a continuing first priority security interest in (and to, and collaterally assigns to the Administrative Agent, Agent for the benefit of the Revolving Secured Parties ) (collectively, the “Security Interest”) all rights, titles and interests which such Grantor now has or at any time in the future may acquire in the following (collectively, the “Disposition Proceeds”): (i) all purchase and sale agreements relating to any of the Restricted Equity Interests and all rights to secure payment thereunder; (ii) the net cash proceeds and all securities, general intangibles, contract rights, or any other proceeds whatsoever (other than shares of a Subsidiary which the Grantor is not obligated to pledge) which are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “Restricted Disposition Proceeds” and shall not be included within the property subject to the Security Interest. The Disposition Proceeds subject to the Security Interest are referred to herein as the “Disposition Proceeds Collateral”. Notwithstanding the foregoing, the grant of a security interest and collateral assignment under this Section 2.01 shall not include, and the term “Disposition Proceeds Collateral” shall not include, any Excluded Collateral.

Assignment and Grant of Security. As collateral Each Debtor, as security for the payment, payment and performance and satisfaction of such Grantor’s respective the Debtors' Secured Obligations, each Grantor grants hereby grants, assigns, transfers and conveys to the Administrative Agent, Secured Party for the benefit of the Secured Parties, Lenders a continuing first priority security interest in all of such Debtor's right, title and interest in, to and under the following property, whether now existing or hereafter acquired or arising or in which such Debtor now has or hereafter acquires or develops an interest and wherever the same may be located (and collaterally assigns to the Administrative Agent, for the benefit of the Secured Parties ) "Copyright Collateral"): (collectively, the “Security Interest”i) all copyrights, rights, titles and interests which in and to published and unpublished original and derivative works of authorship, whether registered or unregistered, including without limitation, all software (whether or not considered to be a "good" rather than an intangible and including the source code version thereof) that such Grantor now has Debtor owns or at uses in its business or will in the future adopt and so use, including without limitation the Software, and all copyrights in any time original or derivative works of authorship and all works protectable by copyright that are presently, or in the future may acquire be, owned, created, acquired or used (whether pursuant to a license or otherwise) by such Debtor, in the following whole or in part (collectively, the “Disposition Proceeds”): "Copyrights"), all Copyright registrations and applications for Copyright registration that have been heretofore or may hereafter be issued thereon or applied for in the United States or throughout the Universe, including renewal registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (ithe "Registrations"), all common law and other rights in and to the Copyrights throughout the Universe, including all Copyright licenses (collectively, the "Copyright Rights"), and all renewals, extensions, restorations and reversions thereof, throughout the Universe, including all proceeds thereof (such as, by way of example and not by limitation, license royalties and proceeds of infringement suits), the right (but not the obligation) to renew, extend and restore such Copyrights, Registrations and Copyright Rights and to register works protectable by Copyright and the right (but not the obligation) to sue or bring proceedings in the name of such Debtor or in the name of Secured Party for past, present and future infringements or violations of the Copyrights, registrations and Copyright Rights, and recover damages for past, present and future infringements or violations thereof, and all rights corresponding thereto throughout the Universe, including: (A) all purchase of such Debxxx'x right, title and sale agreements interest in and to all Copyrights or rights or interests in Copyrights registered or recorded in the United States Copyright Office, including the Registrations listed on SCHEDULE A attached hereto, as the same may be amended or supplemented pursuant hereto from time to time; (B) all of such Debxxx'x right, title and interest in and to all Copyrights relating to the works set forth on SCHEDULE B attached hereto, including without limitation all Registrations therefor, as the same may be amended or supplemented from time to time, including in connection with an Amendment to Copyright Security Agreement; (C) all of such Debxxx'x right, title and interest in and to all renewals and extensions of any such Copyrights, including renewals or extensions of the Registrations listed on Schedule A attached hereto, that may be secured under the law now or hereafter in force and effect; (D) all of such Debxxx'x right, title and interest to make and exploit all derivative works based on or adopted from all works covered by any of the Restricted Equity Interests Copyright Collateral; and (E) all of such Debxxx'x right, title and all rights interest pursuant to secure payment thereunder; or under licensing or other contracts in favor of Debtor pertaining to copyrights and works protectable by copyright presently or in the future owned or used by third parties; (ii) the cash proceeds all inventions, designs, patents, patent applications, registrations, trade secrets, proprietary rights, corporate or other business records, source codes, object codes, data bases and all securities, general intangibles, contract rights, or other intangible personal property at any other proceeds whatsoever time used in connection with the businesses of such Debtor (other than shares of a Subsidiary which the Grantor is not obligated to pledge) which are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “Restricted Disposition Proceeds” "Proprietary Rights"); (iii) all rights and shall interests pursuant to or under licensing or other contracts in favor of Debtor pertaining to Copyrights and works protectable by Copyright presently or in the future owned or used by third parties; (iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of such Debtor of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the Copyrights, Registrations, Copyright Rights or Proprietary Rights and not be included within otherwise described above; and (v) all proceeds of any and all of the property subject foregoing Copyright Collateral (including license royalties, rights to payment, accounts receivable and proceeds of infringement suits) and, to the Security Interest. The Disposition Proceeds subject extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the Security Interest are referred to herein as the “Disposition Proceeds foregoing Copyright Collateral”. Notwithstanding the foregoingFor purposes of this Agreement, the grant of a security interest and collateral assignment under this Section 2.01 shall not includeterm "proceeds" includes whatever is receivable or received when Copyright Collateral or proceeds are sold, licensed, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and the term “Disposition Proceeds Collateral” shall not includeincludes, without limitation, all rights to payment, including returned premiums, with respect to any Excluded Collateralinsurance relating thereto.

Assignment and Grant of Security. (i) As collateral security for the paymentprompt and complete payment and performance when due (whether at stated maturity, performance and satisfaction by redemption, acceleration or otherwise) of such Grantor’s respective Secured all of the Obligations, each the Grantor grants hereby assigns, pledges, transfers, conveys and sets over to the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, a continuing security interest in (and collaterally assigns grants to the Administrative Agent, Collateral Agent for the benefit of the Secured Parties ) (collectivelya security interest in and continuing lien on, the “Security Interest”) all rightsof its estate, titles right, title and interests which such Grantor now has or at any time in the future may acquire in interest in, to and under the following property of the Grantor, whether now owned or existing or hereafter acquired or arising and wherever located (collectivelyall of which being herein collectively referred to as the "Collateral"): (a) the Assigned Agreements, the “Disposition Proceeds”): including, without limitation, (i) all purchase amounts and sale agreements relating claims for amounts payable to any or for the account of the Restricted Equity Interests and all rights to secure payment thereunder; Grantor under the Assigned Agreements, (ii) the cash proceeds and all securitiesclaims, general intangibles, contract rights, privileges and remedies on the part of the Grantor, whether arising under the Assigned Agreements or by statute or at law or in equity or otherwise, arising out of or in connection with any other proceeds whatsoever (other than shares failure by any party to any Assigned Agreement to make any payment assigned hereunder, including, without limitation, all claims of a Subsidiary which the Grantor is not obligated for damages arising out of or for breach of or a default under the Assigned Agreements, (iii) all amounts payable by any party pursuant to pledgeany Assigned Agreement as a result of the exercise of any such claim, right, privilege or remedy, including all rights and claims of the Grantor under any bonding, insurance, indemnity, guarantee, warranty and liquidated damages arising out of or in connection therewith, (iv) which are received all rights of the Grantor to take any action to terminate, amend, supplement, modify or from time waive performance of the Assigned Agreements, to time receivable perform thereunder and to compel performance thereunder, and (v) all rights of the Grantor to exercise any election or otherwise distributed option or to give or receive any notice, consent, waiver or approval under or in respect of the transferAssigned Agreements, saleand the right (but not the obligation) to exercise or enforce any and all covenants, assignmentremedies, conveyance powers and privileges thereunder and to do any and all other things the Grantor is entitled to do thereunder together with full power and authority, in the name of the Grantor or otherwise, to enforce, collect, receive and give receipt for any and all of the foregoing; (b) all Accounts Receivable; (c) all Copyrights; (d) all documents, instruments, letters of credit and chattel paper other than the Excluded Collateral; (e) all Equipment; (f) all General Intangibles; (g) all goods; (h) all Fuel Hexxxx xnd Interest Rate Protection Agreements; (i) all Insurance Policies; (j) all Inventory; (k) all Marks; (l) all Money other than the Excluded Collateral; (m) all Patents; (n) to the extent permitted by applicable law, all Permits owned by or granted to or for the benefit of the Grantor or the Project; (o) all Project Bank Deposits and all deposits and accounts with other financial institutions other than the Excluded Collateral; (p) any and all property in the possession of or under the control of the Collateral Agent or any Secured Party; (q) all other tangible and intangible personal property other than the Excluded Collateral; (r) all Collateral Records; (s) all replacements, substitutions, additions or accessions to or for any of the foregoing; (t) all Proceeds and products of any or all of the foregoing; and (u) to the extent not included in the foregoing, all Permitted Investments (other than the Excluded Collateral) of the Grantor and proceeds, products and accessions of and to any and all of the foregoing Collateral, including, without limitation, "proceeds," as defined in Section 9-306(l) of the Code, including, without limitation, whatever is received upon any collection, exchange, sale or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests Collateral, and any other property substituted into which any of the Collateral is converted, whether cash or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) non-cash proceeds, and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds other amounts paid or other sums payable and/or distributable under or in connection with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests Collateral. The assignment of the payments and the other interests described rights provided for in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests this Section 2 shall be referred to herein as “Restricted Disposition Proceeds” effective immediately upon the execution and delivery of this Agreement and shall not be included within conditioned upon the property subject occurrence of any default hereunder or of any other contingency or event. (ii) It is the intention of the parties hereto that the description of the Collateral set forth in Sections 2(i)(a) through 2(i)(u), above be sufficient to enable the Collateral Agent, on behalf of the Secured Parties, to take possession of, and foreclose upon, all of the right, title and interest of the Grantor, if any, in and to the Security Interest. The Disposition Proceeds subject Site and the Project and any and all real property and personal property, tangible and intangible, used or usable in connection therewith, and to enable the Collateral Agent or its designee to operate, sell or otherwise dispose of the entire interest of the Grantor, if any, in and to the Security Interest are referred to herein as the “Disposition Proceeds Collateral”. Notwithstanding the foregoing, the grant of a security interest and collateral assignment under this Section 2.01 shall not include, Site and the term “Disposition Proceeds Collateral” shall not includeProject or any part thereof, any Excluded Collateralin each case upon the occurrence and during the continuance of an Event of Default or a Trigger Event.

Assignment and Grant of Security. As The Borrower hereby grants as collateral security for the payment, performance and satisfaction of all of the Obligations and the obligations and liabilities of any Loan Party now existing or hereafter arising under Secured Hedge Agreements, and each other Grantor hereby grants as collateral security for the payment, performance and satisfaction of all of its Guarantor’s Obligations (as defined in the Subsidiary Guaranty to which it is a party) and the payment and performance of its obligations and liabilities (whether now existing or hereafter arising) hereunder or under any of the other Loan Documents and any Secured Hedge Agreements to which it is now or hereafter becomes a party (such Grantor’s respective obligations and liabilities of the Borrower and the other Grantors are referred to collectively as the “Secured Obligations”), each Grantor grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in (and collaterally assigns to the Administrative Agent, Agent for the benefit of the Secured Parties ) a continuing first priority security interest in and to, and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties (collectively, the “Security Interest”) all rights, titles and interests which such Grantor now has or at any time in the future may acquire in the following (collectively, the “Disposition Proceeds”): (i) all purchase and sale agreements relating to any of the Restricted Equity Interests and all rights to secure payment thereunder; (ii) the cash proceeds and all securities, general intangibles, contract rights, or any other proceeds whatsoever (other than shares of a Subsidiary which the Grantor is not obligated to pledge) which are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “Restricted Disposition Proceeds” and shall not be included within the property subject to the Security Interest. The Disposition Proceeds subject to the Security Interest are referred to herein as the “Disposition Proceeds Collateral”. Notwithstanding the foregoing, the grant of a security interest and collateral assignment under this Section 2.01 shall not include, and the term “Disposition Proceeds Collateral” shall not include, any Excluded Collateral.

Assignment and Grant of Security. As collateral Holdings, as security for the payment, payment and performance and satisfaction of such Grantor’s respective Secured the Guarantied Obligations, each Grantor grants hereby grants, assigns, transfers and conveys to the Administrative Agent, for the benefit of the Secured Parties, Party a continuing security interest in all of Holdings' right, title and interest in, to and under the following property, whether now existing or hereafter acquired or arising or in which Holdings now has or hereafter acquires or develops an interest and wherever the same may be located (and collaterally assigns to the Administrative Agent, for the benefit of the Secured Parties ) "Copyright Collateral"): (collectively, the “Security Interest”i) all copyrights, rights, titles and interests which such Grantor now has in and to published and unpublished works of authorship that Holdings owns or at uses in its business or will in the future adopt and so use, and all copyrights in any time original or derivative works of authorship and all works protectable by copyright that are presently, or in the future may acquire be, owned, created, authored (excluding all works for hire created by Holdings for any other Person), acquired or used (whether pursuant to a license or otherwise) by Holdings, in the following whole or in part (collectively, the “Disposition Proceeds”): "Copyrights"), all copyright registrations and applications for copyright registration that have heretofore been or may hereafter be issued thereon or applied for in the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (ithe "Registrations"), all common law and other rights in and to the Copyrights throughout the world, including all copyright licenses (collectively, the "Copyright Rights"), and all renewals and extensions thereof, throughout the world, including all proceeds thereof (such as, by way of example and not by limitation, license royalties and proceeds of infringement suits), the right (but not the obligation) to renew and extend such Copyrights, Registrations and Copyright Rights and to register works protectable by copyright and the right (but not the obligation) to xxx or bring proceedings in the name of Holdings or in the name of Secured Party for past, present and future infringements or violations of the Copyrights, Registrations and Copyright Rights, and recover damages for past, present and future infringements or violations thereof, and all rights corresponding thereto throughout the world, including: (A) all purchase of Holdings' right, title and sale agreements relating interest in and to all copyrights or rights or interests in copyrights registered or recorded in the United States Copyright Office, including the Registrations listed on SCHEDULE A attached hereto, as the same may be amended or supplemented pursuant hereto from time to time; (B) all of Holdings' right, title and interest in and to all renewals and extensions of any such copyrights, including renewals or extensions of the Registrations listed on SCHEDULE A attached hereto, that may be secured under the law now or hereafter in force and effect; (C) all of Holdings' right, title and interest to make and exploit all derivative works based on or adopted from all works covered by any of the Restricted Equity Interests Copyright Collateral; and (D) all of Holdings' right, title and all rights interest pursuant to secure payment thereunder; or under licensing or other contracts in favor of Holdings pertaining to copyrights and works protectable by copyright presently or in the future owned or used by third parties; (ii) the cash proceeds all inventions, designs, registrations, trade secrets, proprietary rights, corporate or other business records, computer programs, source codes, object codes, data bases and all securities, general intangibles, contract rights, or other intangible personal property at any other proceeds whatsoever time used in connection with the businesses of Holdings (other than shares of a Subsidiary which the Grantor is not obligated to pledge) which are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “Restricted Disposition Proceeds” "Proprietary Rights"); (iii) all general intangibles (as defined in the UCC) and shall all intangible intellectual or other similar property of Holdings of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the Copyrights, Registrations, Copyright Rights or Proprietary Rights and not be included within otherwise described above; and (iv) all proceeds of any and all of the property subject foregoing Copyright Collateral (including license royalties, rights to payment, accounts receivable and proceeds of infringement suits) and, to the Security Interest. The Disposition Proceeds subject extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the Security Interest are referred to herein as the “Disposition Proceeds foregoing Copyright Collateral”. Notwithstanding the foregoingFor purposes of this Agreement, the grant of a security interest and collateral assignment under this Section 2.01 shall not includeterm "proceeds" includes whatever is receivable or received when Copyright Collateral or proceeds are sold, licensed, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and the term “Disposition Proceeds Collateral” shall not includeincludes, without limitation, all rights to payment, including returned premiums, with respect to any Excluded Collateralinsurance relating thereto.

Assignment and Grant of Security. As collateral security for the payment, payment and performance and satisfaction of such Grantor’s respective the Secured Obligations, each Grantor grants Debtor hereby grants, assigns, transfers and conveys to the Administrative Agent, for the benefit of the Secured Parties, Party a continuing security interest in all of Debtor's right, title and interest in, to and under the following property, whether now existing or hereafter acquired or arising or in which Debtor now has or hereafter acquires or develops an interest and wherever the same may be located (and collaterally assigns to the Administrative Agent, for the benefit of the Secured Parties ) "Copyright Collateral"): (collectively, the “Security Interest”i) all copyrights, rights, titles and interests which such Grantor now has in and to published and unpublished works of authorship that Debtor owns or at uses in its business or will in the future adopt and so use, and all copyrights in any time original or derivative works of authorship and all works protectable by copyright that are presently, or in the future may acquire be, owned, created, authored (as a work for hire), acquired or used (whether pursuant to a license or otherwise) by Debtor, in the following whole or in part (collectively, the “Disposition Proceeds”): "Copyrights"), all copyright registrations and applications for copyright registration that have heretofore been or may hereafter be issued thereon or applied for in the United States or throughout the world, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (ithe "Registrations"), all common law and other rights in and to the Copyrights throughout the world, including all copyright licenses (collectively, the "Copyright Rights"), and all renewals and extensions thereof, throughout the world, including all proceeds thereof (such as, by way of example and not by limitation, license royalties and proceeds of infringement suits), the right (but not the obligation) to renew and extend such Copyrights, Registrations and Copyright Rights and to register works protectable by copyright and the right (but not the obligation) to xxx or bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present and future infringements or violations of the Copyrights, Registrations and Copyright Rights, and recover damages for past, present and future infringements or violations thereof, and all rights corresponding thereto throughout the world, including: (A) all purchase of Debtor's right, title and sale agreements relating interest in and to all copyrights or rights or interests in copyrights registered or recorded in the United States Copyright Office, including the Registrations listed on Schedule A attached hereto, as the same may be amended or supplemented pursuant hereto from time to time; (B) all of Debtor's right, title and interest in and to all renewals and extensions of any such copyrights, including renewals or extensions of the Registrations listed on Schedule A attached hereto, that may be secured under the law now or hereafter in force and effect; (C) all of Debtor's right, title and interest to make and exploit all derivative works based on or adopted from all works covered by any of the Restricted Equity Interests Copyright Collateral; and (D) all of Debtor's right, title and all rights interest pursuant to secure payment thereunder; or under licensing or other contracts in favor of Debtor pertaining to copyrights and works protectable by copyright presently or in the future owned or used by third parties; (ii) the cash proceeds all inventions, designs, patents, patent applications, registrations, trade secrets, proprietary rights, corporate or other business records, computer programs, source codes, object codes, data bases and all securities, general intangibles, contract rights, or other intangible personal property at any other proceeds whatsoever time used in connection with the businesses of Debtor (other than shares of a Subsidiary which the Grantor is not obligated to pledge) which are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “Restricted Disposition Proceeds” "Proprietary Rights"); (iii) all general intangibles (as defined in the UCC) and shall all intangible intellectual or other similar property of Debtor of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the Copyrights, Registrations, Copyright Rights or Proprietary Rights and not be included within otherwise described above; and (iv) all proceeds of any and all of the property subject foregoing Copyright Collateral (including license royalties, rights to payment, accounts receivable and proceeds of infringement suits) and, to the Security Interest. The Disposition Proceeds subject extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the Security Interest are referred to herein as the “Disposition Proceeds foregoing Copyright Collateral”. Notwithstanding the foregoingFor purposes of this Agreement, the grant of a security interest and collateral assignment under this Section 2.01 shall not includeterm "proceeds" includes whatever is receivable or received when Copyright Collateral or proceeds are sold, licensed, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and the term “Disposition Proceeds Collateral” shall not includeincludes, without limitation, all rights to payment, including returned premiums, with respect to any Excluded Collateralinsurance relating thereto.

Assignment and Grant of Security. As collateral Debtor, as security for the payment, payment and performance and satisfaction of such Grantor’s respective Secured the Obligations, each Grantor grants hereby grants, assigns, transfers and conveys to the Administrative Agent, for the benefit of the Secured Parties, Party a continuing security interest in all of Debtor's right, title and interest in, to and under the following property, whether now existing or hereafter acquired or arising or in which Debtor now has or hereafter acquires or develops an interest and wherever the same may be located (and collaterally assigns to the Administrative Agent, for the benefit of the Secured Parties ) "Copyright Collateral"): (collectively, the “Security Interest”i) all copyrights, rights, titles and interests which such Grantor now has in and to published and unpublished works of authorship that Debtor owns or at uses in its business or will in the future adopt and so use, and all copyrights in any time original or derivative works of authorship and all works protectable by copyright that are presently, or in the future may acquire be, owned, created, authored (excluding all works for hire created by Debtor for any other Person), acquired or used (whether pursuant to a license or otherwise) by Debtor, in the following whole or in part (collectively, the “Disposition Proceeds”): "Copyrights"), all copyright registrations and applications for copyright registration that have heretofore been or may hereafter be issued thereon or applied for in the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (ithe "Registrations"), all common law and other rights in and to the Copyrights throughout the world, including all copyright licenses (collectively, the "Copyright Rights"), and all renewals and extensions thereof, throughout the world, the right (but not the obligation) to renew and extend such Copyrights, Registrations and Copyright Rights and to register works protectable by copyright and the right (but not the obligation) to xxx or bring proceedings in the name of Debtor or in the name of Secured Party for past, present and future infringements or violations of the Copyrights, Registrations and Copyright Rights, and recover damages for past, present and future infringements or violations thereof, and all rights corresponding thereto throughout the world, including: (A) all purchase of Debtor's right, title and sale agreements relating interest in and to all copyrights or rights or interests in copyrights registered or recorded in the United States Copyright Office, including the Registrations listed on SCHEDULE A attached hereto, as the same may be amended or supplemented pursuant hereto from time to time; (B) all of Debtor's right, title and interest in and to all renewals and extensions of any such copyrights, including renewals or extensions of the Registrations listed on SCHEDULE A attached hereto, that may be secured under the law now or hereafter in force and effect; (C) all of Debtor's right, title and interest to make and exploit all derivative works based on or adopted from all works covered by any of the Restricted Equity Interests Copyright Collateral; and (D) all of Debtor's right, title and all rights interest pursuant to secure payment thereunder; or under licensing or other contracts in favor of Debtor pertaining to copyrights and works protectable by copyright presently or in the future owned or used by third parties; (ii) the cash proceeds all inventions, designs, registrations, trade secrets, proprietary rights, corporate or other business records, computer programs, source codes, object codes, data bases and all securities, general intangibles, contract rights, or other intangible personal property at any other proceeds whatsoever time used in connection with the businesses of Debtor (other than shares of a Subsidiary which the Grantor is not obligated to pledge) which are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “Restricted Disposition Proceeds” "Proprietary Rights"); (iii) all general intangibles (as defined in the UCC) and shall all intangible intellectual or other similar property of Debtor of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the Copyrights, Registrations, Copyright Rights or Proprietary Rights and not be included within otherwise described above; and (iv) all Proceeds of any and all of the property subject foregoing Copyright Collateral (including license royalties, rights to payment, accounts receivable and proceeds of infringement suits) and, to the Security Interest. The Disposition Proceeds subject extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the Security Interest are referred to herein as the “Disposition Proceeds Collateral”. Notwithstanding the foregoing, the grant of a security interest and collateral assignment under this Section 2.01 shall not include, and the term “Disposition Proceeds Collateral” shall not include, any Excluded foregoing Copyright Collateral.

Assignment and Grant of Security. As collateral security for the payment, payment and performance and satisfaction of such Grantor’s respective the Secured Obligations, each Grantor Debtor hereby assigns, transfers, conveys, and grants a security interest to Secured Party in, all of such Debtor's right, title and interest in, to and under the following property, whether now existing or hereafter acquired or arising or in which that Debtor now has or hereafter acquires or develops an interest and wherever the same may be located (the "Copyright Collateral"): (a) all copyrights, rights, titles and interests in and to published and unpublished works of authorship that that Debtor owns or uses in its business or will in the future adopt and so use, and all copyrights in any original or derivative works of authorship and all works protectable by copyright that are presently, or in the future may be, owned, created, authored (as a work for hire), acquired or used (whether pursuant to a license or otherwise) by that Debtor, in whole or in part (collectively, the "Copyrights"), all copyright registrations and applications for copyright registration that have heretofore been or may hereafter be issued thereon or applied for in the United States or throughout the world, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (the "Registrations"), all common law and other rights in and to the Administrative AgentCopyrights throughout the world, for including all copyright licenses (unless otherwise prohibited by any license or related licensing agreement under circumstances where the benefit granting of the Secured Parties, a continuing security interest in (and collaterally assigns to would have the Administrative Agent, for the benefit effect under applicable law of the Secured Parties termination or permitting termination of the license for breach and where the licensor is not an affiliate of a Debtor) (collectively, the “Security Interest”) "Copyright Rights"), and all rightsrenewals and extensions thereof, titles throughout the world, including all proceeds thereof (such as, by way of example and interests which such Grantor now has or at any time in the future may acquire in the following (collectivelynot by limitation, license royalties and proceeds of infringement suits), the “Disposition Proceeds”): right (ibut not the obligation) all purchase to renew and sale agreements relating extend such Copyrights, Registrations and Copyright Rights and to any of the Restricted Equity Interests and all rights to secure payment thereunder; (ii) the cash proceeds and all securities, general intangibles, contract rights, or any other proceeds whatsoever (other than shares of a Subsidiary which the Grantor is not obligated to pledge) which are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “Restricted Disposition Proceeds” and shall not be included within the property subject to the Security Interest. The Disposition Proceeds subject to the Security Interest are referred to herein as the “Disposition Proceeds Collateral”. Notwithstanding the foregoing, the grant of a security interest and collateral assignment under this Section 2.01 shall not include, and the term “Disposition Proceeds Collateral” shall not include, any Excluded Collateral.register works protectable

Assignment and Grant of Security. As collateral security for the payment, performance and satisfaction of such Grantor’s respective Secured Obligations, each Grantor grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in (and collaterally assigns to the Administrative Agent, for the benefit of the Secured Parties ) (collectively, the “Security Interest”) all rights, titles and interests which such Grantor now has or at any time in the future may acquire in the following (collectively, the “Disposition Proceeds”): (i) all purchase and sale agreements relating to any of the Restricted Equity Interests and all rights to secure payment thereunder; (ii) the cash proceeds and all securities, general intangibles, contract rights, or any other proceeds whatsoever (other than shares of a Subsidiary which the Grantor is not obligated to pledge) which are received or from time to time receivable or otherwise distributed in respect of the transfer, sale, assignment, conveyance or other disposition of any kind (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be referred to herein as “Restricted Disposition Proceeds” and shall not be included within the property subject to the Security Interest. The Disposition Proceeds subject to the Security Interest are referred to herein as the “Disposition Proceeds Collateral”. Notwithstanding the foregoing, the grant of a security interest and collateral assignment under this Section 2.01 shall not include, and the term “Disposition Proceeds Collateral” shall not include, any Excluded CollateralProperty.

Assignment and Grant of Security. As collateral security for The Debtor hereby assigns to the paymentSecured Party, performance and satisfaction of such Grantor’s respective Secured Obligations, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured PartiesParty, a first priority continuing security interest in (and collaterally assigns to the Administrative Agent, for the benefit all of the Secured Parties ) following collateral (collectively, the “Security Interest”) "COLLATERAL"): 2.1. all presently existing, hereafter created and future rights, titles title and interests which interest of Debtor in and to payment for services rendered or goods or merchandise sold or leased, accounts (including any "account", as such Grantor now has or at any time term is defined in the Code), "General Intangibles' (which means and includes all of Debtor's present and future may acquire in the following (collectively, the “Disposition Proceeds”): (i) all purchase and sale agreements relating to any of the Restricted Equity Interests general intangibles and all rights to secure payment thereunder; (ii) the cash proceeds other presently owned or hereafter acquired intangible personal property of Debtor including, without limitation, any and all securitieschoses or things in action, general intangiblescomputer programs, computer discs, computer tapes, deposit accounts, tax refunds and tax refund claims), accounts receivable and other receivables, contract rights, rights to payment or reimbursement under Medicare, Medicaid, other government-sponsored or funded health care programs or insurance or other medical benefit payments assigned to Debtor by patients or pursuant to any preferred provider, health maintenance organization, capitated payment agreements, or other proceeds whatsoever (provider-payor agreements, whether owned directly, as assignee, by law or otherwise, and whether or not earned by performance, and all rights now or hereafter existing in and to all security agreements, guaranties, leases, licenses and other than shares of a Subsidiary which the Grantor is not obligated to pledge) which are received or from time to time receivable contracts securing, and all instruments and documents evidencing, or otherwise distributed in respect relating to any such accounts, accounts receivable and other receivables, contract rights, rights to payment or reimbursement; and all proceeds of the transfer, sale, assignment, conveyance or other disposition of any kind foregoing (each, a “Disposition”) of the Escrowed Shares or other Restricted Equity Interests and any other property substituted or exchanged therefor (other than Restricted Disposition Proceeds (as hereinafter defined) and other shares of a Subsidiary which the Grantor is not obligated to pledge) including without limitation proceeds from any foreclosure sale or any other forced sale or liquidation or any sale or disposition arising or occurring pursuant to a plan in bankruptcy; and (iii) any and all such accounts, accounts receivable and other receivables, contract rights, rights to payment or reimbursement, and proceeds or other sums payable and/or distributable with respect to, all or any of the Escrowed Shares or other Restricted Equity Interests and the other interests described in the preceding clauses (i), (ii) and (iii) hereof. Disposition Proceeds which constitute Restricted Equity Interests shall be being referred to herein collectively as “Restricted Disposition Proceeds” the "RECEIVABLES", and shall not be included within the property subject to the Security Interest. The Disposition Proceeds subject to the Security Interest are any and all such security agreements, guaranties, leases, licenses and other contracts and instruments and documents being referred to herein collectively as the “Disposition Proceeds Collateral”. Notwithstanding the foregoing, the grant of a security interest and collateral assignment under this Section 2.01 shall not include, and the term “Disposition Proceeds Collateral” shall not include, any Excluded Collateral."RELATED CONTRACTS");