Common use of Grant of Security Interest; Collateral Clause in Contracts

Grant of Security Interest; Collateral. (i) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself and the Lenders, a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the Lenders, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property and interests in property of Borrower: (a) all of Borrower's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (b) all of Borrower's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain names, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (c) all of Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by Borrower; provided, however, that Agent shall not have a security interest in any rights under any Government Contract of Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section 203 or Title 00, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (d) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (ii) Borrower has full right and power to grant to Agent, for the benefit of itself and the Lenders, a perfected, first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest and Lien in the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the “Collateral”), which security interest is intended to be a first priority security interest: (ai) all of such Borrower's ’s tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's ’s intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Investment Property, Letter-of-Credit Rights and Rights, Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's ’s present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be is a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law, unless in any case consent is otherwise validly obtained; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.9, such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm “Collateral” shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term “Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.”

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the "COLLATERAL"), which security interest is intended to be a first priority security interest: (ai) all of such Borrower's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Instruments and Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section ss. 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx ss. 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.15, such grant of a security interest shall not extend to, and the term "Collateral" shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm "Collateral" shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term "Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13."

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself and the Lenders, a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the Lenders, all of its right, title and interest in and to and upon all of Borrower's realthe following, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property and interests in together with property of Borrower:a similar nature which the Borrower owns or in which the Borrower hereafter acquires any right, title or interest (collectively and each individually, the "COLLATERAL"): (ai) all of Borrower's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment Equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired, but excluding any leased or financed Equipment; (bii) all of Borrower's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual PropertyProperty including goodwill, Documents, Instruments, Instruments and Deposit Accounts, Letter-of-Letter of Credit Rights and Supporting Obligations, supporting obligations rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain names, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by Borrower; provided, however, that Agent shall not have a security interest Lien in any rights under any Government Contract of Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract prohibited by applicable law (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section 203 ss. 3727 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx ss. 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law); and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.15, such grant of a security interest shall not extend to, and the term "Collateral" shall not include, any General Intangibles of Borrower to the extent that (but only to the extent that) (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm "Collateral" shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofor have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term "Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13."

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the "Collateral"), which security interest is intended to be a first priority security interest: (ai) all of such Borrower's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Investment Property, Letter-of-Credit Rights and Rights, Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be is a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law, unless in any case consent is otherwise validly obtained; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.9, such grant of a security interest shall not extend to, and the term "Collateral" shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm "Collateral" shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term "Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13."

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the Lenders, all of its right, title and interest in and to and upon all of such Borrower's real, tangible and intangible assets and propertyassets, now owned or hereafter acquiredacquired (collectively and each individually, the "COLLATERAL"), including, without limitation, all of the following property and interests in property of such Borrower: (ai) all of such Borrower's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment Equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section 203 or Title 00, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.10, such grant of a security interest shall not extend to, and the term "Collateral" shall not include, (x) any General Intangible, contract, agreement or document of any Borrower to the extent that (i) such General Intangible, contract, agreement or document is not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm "Collateral" shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to, the enforcement or collection of, any Account or right to the payment of money, (b) any and all proceeds of any General Intangible, contract, agreement or document that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property any such otherwise excluded General Intangible, contract, agreement or assets covered by Priority Permitted Liens) document, such General Intangible, contract, agreement or document as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral term "Collateral"; (y) any asset of any Borrower to the extent that (i) such asset subject to a contract, agreement or document otherwise permitted pursuant to this Agreement, subject which contract, agreement or document restricts the grant of such security interest (but solely to the following sentence. Upon extent that any such restriction shall be enforceable under applicable law) without the execution and delivery consent of this Agreementthe other party to such contract, agreement or document, and upon (ii) such consent has not been obtained; provided, however, that the filing foregoing grant of a security interest shall extend to, and the term "Collateral" shall include, each of the necessary financing statements and/or appropriate filings and/or delivery following: (a) any and all proceeds of any asset that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (b) upon obtaining the consent of the necessary certificates evidencing equity interestsother party to any such contract, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than agreement or document with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded asset, such asset as well as any and perfected Lien and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and from the term "Collateral" ; and (z) any Permit of any Borrower to the extent that the assignment of such Permit would violate the law applicable to such Permit, or materially impair the validity of such Permit. Each Borrower shall use all reasonable efforts (which shall not include the unreasonable expenditure of funds) to obtain any such required consent, provided, however in the Collateralevent Borrowers are unable to obtain the required Landlord Consent and Waiver for any location at which books and records are kept, not subject Borrowers shall maintain a duplicate set of such books and records at a location owned by a Borrower or with respect to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating which a Landlord Consent and Waiver reasonably satisfactory to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13Agent shall have been obtained.

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the “Collateral”), which security interest is intended to be a first priority security interest: (ai) all of such Borrower's ’s tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's ’s intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's ’s present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.13, such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm “Collateral” shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term “Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.”

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority security interest (other than with respect subject to property or assets covered by Priority Permitted Liens, which in no case shall include or permit liens on Accounts or proceeds thereof) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrower:each individually, the “Collateral”): (ai) all of such Borrower's ’s tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interestsEquipment, now owned or hereafter acquired; (bii) all of such Borrower's ’s intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Documents, Instruments and Deposit Accounts, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Letter-of-Credit Rights and Rights, Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (c) all of Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by Borrower; provided, however, that Agent shall not have a security interest in any rights under any Government Contract of Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section 203 or Title 00, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (diii) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.9, such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm “Collateral” shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term “Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.”

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the “Collateral”), which security interest is intended to be a first priority security interest: (ai) all of such Borrower's ’s tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's ’s intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Investment Property, Letter-of-Credit Rights and Rights, Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's ’s present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be is a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law, unless in any case consent is otherwise validly obtained; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.11, such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm “Collateral” shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term “Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.”

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the “Collateral”), which security interest is intended to be a first priority security interest: (ai) all of such Borrower's ’s tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's ’s intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Investment Property, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's ’s present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be is a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law, unless in any case consent is otherwise validly obtained; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.9, such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm “Collateral” shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term “Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.”

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, Borrower each Obligor hereby grants to Agent, for the benefit of itself and the Lenders, Debenture Holder a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersDebenture Holder, all of its right, title and interest in and to the following (collectively and upon each individually, the “Collateral”), which security interest is intended to be senior in priority to all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all other security interests except with respect to the security interest granted to CapitalSource pursuant to the terms of the following property Credit Agreement and interests other Loan Documents (as defined in property the Credit Agreement) and with respect to the security interest granted to Seller pursuant to the terms of Borrower:the Security Agreement and other Security Documents (as defined in the Security Agreement): (ai) all of Borrower's such Obligor’s tangible and personal property, including without limitation all present and future Inventory, Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of Borrower's such Obligor’s intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Payment Intangibles, Chattel Paper, Investment PropertyDocuments, Intellectual Property, DocumentsDocuments of Title, Instruments, Securities, Financial Assets, Deposit Accounts, Investment Property, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of Borrower's such Obligor’s present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by Borrowersuch Obligor; provided, however, that Agent Debenture Holder shall not have a security interest in any rights under any Government Contract of Borrower such Obligor or in the related Government Account where the taking of such security interest would be is a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law, unless in any case consent is otherwise validly obtained; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.13, such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any General Intangibles of such Obligor to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm “Collateral” shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term “Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.”

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the ObligationsObligations of each Credit Party, Borrower such Credit Party hereby grants to Agent, for the benefit of itself and the Lenders, a valid, perfected, perfected and continuing first priority (other than with respect subject to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the Lenders, all of its right, title and interest in and to and upon all of Borrowersuch Credit Party's real, tangible and intangible assets and property, whether now owned or hereafter acquired, including, without limitation, all of the following property and interests in property of Borrowersuch Credit Party: (ai) all of Borrowersuch Credit Party's tangible and personal property, including including, without limitation limitation, all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrowersuch Credit Party's real property, including leasehold interests, interests in each case now owned or hereafter acquired; (bii) all of Borrowersuch Credit Party's intangible personal property, including including, without limitation limitation, all present and future Accounts, securities, Contract Rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, refunds and insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain names, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of Borrowersuch Credit Party's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by Borrowersuch Credit Party; provided, however, that Agent shall not have a security interest in any rights under any Government Contract of Borrower such Credit Party or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the such Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoingforegoing and any and all books and records relating thereto. (iib) Borrower In addition to the foregoing, to secure the payment and performance of the Obligations of each Credit Party, such Credit Party, has pledged, hereby pledges and shall pledge to Agent, for its benefit and the benefit of the Lenders, all of the securities it owns in any Subsidiary pursuant to the Pledge Agreement to which it is a party. (c) Each Credit Party shall promptly notify Agent of any Commercial Tort Claims in which such Credit Party has an interest arising after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim, or upon any and all Commercial Tort Claims upon request by Agent, and make all necessary filings with respect thereto to perfect Agent's (for its benefit and the benefit of the Lenders) first priority security interest therein. (d) Each Credit Party has full right and power to grant to Agent, for the benefit of itself and the Lenders, a perfected, first priority (other than with respect to property or assets covered by subject to Priority Permitted Liens) security interest and Lien in the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing an equity interestsinterest, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by subject to Priority Permitted Liens) and perfected Lien and security interest in the Collateral, not subject to any no transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (ai) on behalf of Agent, for the benefit of itself and the Lenders Lenders, and/or (bii) in connection with Permitted Liens. Borrower Each Credit Party represents and warrants to Agent and Lenders that it is not a party to any agreement, document or instrument that conflicts with this Section 2.13.

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, Borrower each Credit Party hereby grants to Agent, for the benefit of itself and the Lenders, a valid, perfected, continuing first priority (other than subject, with respect to property or assets covered by Priority Permitted Liens, to such Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the Lenders, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and propertysuch Credit Party’s assets, now owned or hereafter acquired, including, without limitation, all of the following property and interests in property of Borrowersuch Credit Party: (ai) all of Borrower's such Credit Party’s tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of Borrower's such Credit Party’s intangible personal property, including without limitation all present and future Accounts, securities, Contract Rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain names, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of Borrower's such Credit Party’s interests in owned and leased real property (the “Real Property Collateral”); (iv) all of such Credit Party’s present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by Borrowersuch Credit Party; provided, however, that Agent shall not have a security interest in any rights under any Government Contract of Borrower such Credit Party or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (dv) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.15, such grant of a security interest shall not extend to, and the term “Collateral” shall not include (i) the Equity Interests of any CFC to the extent that such Equity Interests constitute more than sixty-five percent (65%) of the voting power of all classes of the Equity Interests of such CFC that are entitled to vote, (ii) Borrower any Intellectual Property for which the grant of a security interest would terminate, invalidate, void or abandon such Intellectual Property, and (iii) any General Intangibles, leased Equipment, Intellectual Property, contracts or any other property of a Credit Party to the extent that (but only to the extent that) (A) they are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (B) such consent has full not been obtained; provided, however, that the foregoing grant of a security interest shall extend to, and the term “Collateral” shall include, each of the following: (1) any General Intangible, Intellectual Property, contracts or any other property which is in the nature of an Account or a right to the payment of money or a proceed of, or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (2) any and power all proceeds of any General Intangible, leased Equipment, Intellectual Property, contract and/or other property that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (3) upon obtaining the consent of any such licensor or other applicable party with respect to any such otherwise excluded General Intangible, leased Equipment, Intellectual Property, contract and/or other property, such General Intangible, leased Equipment, Intellectual Property, contract and/or other property as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and from the term “Collateral.” (c) Each Credit Party shall pledge to Agent, for its benefit and the benefit of itself and the Lenders, a perfected, first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest and Lien all of the securities it owns in the Collateral pursuant to this Agreementany Subsidiary, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or clause (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13above.

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the Lenders, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property and interests in property of such Borrower: (a) all of Borrower's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired (collectively and all of Borrower's real propertyeach individually, including leasehold interests, now owned or hereafter acquired;the "COLLATERAL"): (bi) all of such Borrower's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, and all Instruments, Deposit Accounts, Letter-of-Credit Rights Contracts and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain names, now owned or hereafter acquired, and all intangible and tangible personal property Chattel Paper relating to or arising out of any of the foregoingAccounts; (cii) all of such Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section 203 or Title 00, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; (iii) all now owned or hereafter acquired Deposit Accounts into which proceeds from Accounts are deposited; (iv) all Books and Records, whether now owned or hereafter acquired; and (dv) any and all additions and accessions to any of the foregoing, and any and all replacements, products replacements and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.10, such grant of a security interest shall not extend to, and the term "Collateral" shall not include, (x) any General Intangible, contract, agreement or document of any Borrower to the extent that (i) such General Intangible, contract, agreement or document is not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm "Collateral" shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to, the enforcement or collection of, any Account or right to the payment of money, (b) any and all proceeds of any General Intangible, contract, agreement or document that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property any such otherwise excluded General Intangible, contract, agreement or assets covered by Priority Permitted Liens) document, such General Intangible, contract, agreement or document as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral term "Collateral"; (y) any asset of any Borrower to the extent that (i) such asset subject to a contract, agreement or document otherwise permitted pursuant to this Agreement, subject to which contract, agreement or document restricts the following sentence. Upon the execution and delivery grant of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and such security interest in the Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.interest

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, Borrower each Borrower, each Guarantor, hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the "Collateral"), which security interest is intended to be a first priority security interest: (ai) all of such Borrower's and Guarantor's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's and Guarantor's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Instruments and Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's and Guarantor's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by Borrowersuch Borrower and Guarantor; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower and Guarantor or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section ss. 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx ss. 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.13, such grant of a security interest shall not extend to, and the term "Collateral" shall not include, any General Intangibles of Borrower or such Guarantor to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm "Collateral" shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term "Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13."

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and propertyassets, now owned or hereafter acquired, including, without limitation, including with limitation all of Borrower’s right, title and interest to the following property (collectively and interests in property of Borrowereach individually, the “Collateral”), which security interest is intended to be a first priority security interest: (ai) all of Borrower's ’s tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, Software now owned or hereafter acquired; (bii) all of Borrower's ’s intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Investment Property, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of Borrower's ’s present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of Borrower or in the related Government Account where the taking of such security interest would be is a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law, unless in any case consent is otherwise validly obtained; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.17, such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm “Collateral” shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term “Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.”

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the "COLLATERAL"), which security interest is intended to be a first priority security interest: (ai) all of Borrower's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of Borrower's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Promissory Note Receivables and Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing, except for the advances related to the split dollar key man life insurance; (ciii) all of Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section ss. 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx ss. 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.13, such grant of a security interest shall not extend to, and the term "Collateral" shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm "Collateral" shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term "Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13."

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the “Collateral”), which security interest is intended to be a first priority security interest: (ai) all of such Borrower's ’s tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's ’s intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Documents, Instruments and Deposit Accounts, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's ’s present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be is a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law, unless in any case consent is otherwise validly obtained; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.13, such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm “Collateral” shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term “Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.”

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, Borrower National Pharmaceuticals hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property following, whether now existing or hereafter arising or acquired (collectively and interests in property of Borrowereach individually, the “Collateral”), which security interest is intended to be a first priority security interest: (ai) all of Borrower's National Pharmaceuticals’ tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of Borrower's National Pharmaceuticals’ intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Investment Property, Letter-of-Credit Rights and Rights, Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of Borrower's National Pharmaceuticals’ present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by BorrowerNational Pharmaceuticals; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of Borrower National Pharmaceuticals or in the related Government Account where the taking of such security interest would be is a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law, unless in any case consent is otherwise validly obtained; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 4, such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm “Collateral” shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term “Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13”.

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the Lenders, all of its right, title and interest in and to and upon all of Borrower's realthe following, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property and interests in together with property of Borrower:a similar nature which each such Borrower owns or in which each such Borrower hereafter acquires any right, title or interest (collectively and each individually, the "Collateral"): (ai) all of such Borrower's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment Equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired, but excluding any leased or financed Equipment; (bii) all of such Borrower's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual PropertyProperty including goodwill, Documents, Instruments, Instruments and Deposit Accounts, Letter-of-Letter of Credit Rights and Supporting Obligations, supporting obligations rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain names, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent shall not have a security interest Lien in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract prohibited by applicable law (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section 203 or Title 00, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law); and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.15, such grant of a security interest shall not extend to, and the term "Collateral" shall not include, any General Intangibles of Borrower to the extent that (but only to the extent that) (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm "Collateral" shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofor have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term "Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13."

Grant of Security Interest; Collateral. (i) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the Lenders, all of its right, title and interest in and to and upon all of such Borrower's real, tangible and intangible assets and propertyassets, now owned or hereafter acquired, including, without limitation, all of the following property and interests in property of such Borrower: (a) all of such Borrower's tangible and personal property, including without limitation all present and future Goods, Inventory Inventory, and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (b) all of such Borrower's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain names, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (c) all of such Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section 203 or Title 00, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (d) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (ii) Each Borrower has full right and power to grant to Agent, for the benefit of itself and the Lenders, a perfected, first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest and Lien in the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. No Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the Lenders, all of its right, title and interest in and to and upon all of Borrower's realthe following, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property and interests in together with property of Borrower:a similar nature which each such Borrower owns or in which each such Borrower hereafter acquires any right, title or interest (collectively and each individually, the “Collateral”): (ai) all of such Borrower's ’s tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment Equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired, but excluding any leased or financed Equipment; (bii) all of such Borrower's ’s intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual PropertyProperty including goodwill, Documents, Instruments, Instruments and Deposit Accounts, Letter-of-Letter of Credit Rights and Supporting Obligations, supporting obligations rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain names, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's ’s present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent shall not have a security interest Lien in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract prohibited by applicable law (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law); and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.9, such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any General Intangibles of Borrower to the extent that (but only to the extent that) (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm “Collateral” shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofor have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term “Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.”

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the "Collateral"), which security interest is intended to be a first priority security interest: (ai) all of such Borrower's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Instruments and Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.9, such grant of a security interest shall not extend to, and the term "Collateral" shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm "Collateral" shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term "Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13."

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the “Collateral”), which security interest is intended to be a first priority security interest: (ai) all of such Borrower's tangible and personal property, including without limitation all ’s present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interestsInventory, now owned or hereafter acquired; (bii) all of such Borrower's intangible personal property, including without limitation all ’s present and future Accounts and all of the following solely to the extent related to such Accounts, securities, Contract Rights: contract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts (which shall include the Lockbox Accounts), Letter-of-Credit Rights and Rights, Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain names, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's ’s present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; (iv) All Books and Records, whether now owed or hereafter acquired; and (dv) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds Proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.9, such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangible does not directly relate to the Accounts; or (ii) Borrower (A) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (B) such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm “Collateral” shall include, each of the following: (a) any General Intangible directly related to the Accounts which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible which related to the Accounts that is otherwise excluded pursuant to subsection (i) to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. term “Collateral.” (d) Upon the execution and delivery of this Agreement, and upon the proper filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicablestatements, without any further action, Agent, for the benefit of itself and the Lenders, Lender will have a good, valid and perfected first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the Collateral, not subject to any no transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (ai) on behalf of AgentLender, for the benefit of itself and the Lenders and/or (bii) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the “Collateral”), which security interest is intended to be a first priority security interest subject to Permitted Liens: (ai) all of such Borrower's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Investment Property, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be is a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law, unless in any case consent is otherwise validly obtained; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.9, such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm “Collateral” shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term “Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.”

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, Borrower each Borrower, each Guarantor, hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the "Collateral"), which security interest is intended to be a first priority security interest: (ai) all of such Borrower's and Guarantor's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's and Guarantor's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Instruments and Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's and Guarantor's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by Borrowersuch Borrower and Guarantor; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower and Guarantor or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section 203 or Title 00, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.13, such grant of a security interest shall not extend to, and the term "Collateral" shall not include, any General Intangibles of Borrower or such Guarantor to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm "Collateral" shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term "Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13."

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the “Collateral”), which security interest is intended to be a first priority security interest: (ai) all of such Borrower's ’s tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's ’s intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Instruments and Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's ’s present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.13, such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm “Collateral” shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term “Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.”

Grant of Security Interest; Collateral. (i) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the Lenders, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and propertyassets, now owned or hereafter acquired, including, without limitation, all of the following property and interests in property of Borrower: (a) all of Borrower's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (b) all of Borrower's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain names, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (c) all of Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by Borrower; provided, however, that Agent shall not have a security interest in any rights under any Government Contract of Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section ss. 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx ss. 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (d) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (ii) Borrower has full right and power to Notwithstanding the foregoing provisions of this Section 2.14, such grant to Agentof a security interest shall not extend to, for the benefit of itself and the Lendersterm "Collateral" shall not include, a perfected, first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest and Lien in the Collateral pursuant to this Agreement, subject any General Intangibles of Borrower to the following sentence. Upon extent that (but only to the execution and delivery extent that) (i) such General Intangibles are not assignable or capable of this Agreement, and upon being encumbered as a matter of law or under the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the Collateral, not subject to any transfer or any other restrictions or Liens terms of any kind in favor of any license or other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.

Grant of Security Interest; Collateral. (ia) To secure the payment and performance in full of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the “Collateral”), which security interest is intended to be a first priority security interest: (ai) all of such Borrower's ’s tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquiredarising; (bii) all of such Borrower's ’s intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Investment Property, Letter-of-Credit Rights and Rights, Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's ’s present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be is a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law, unless in any case consent is otherwise validly obtained; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.11, such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any General Intangibles, now or hereafter held or owned by Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm “Collateral” shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term “Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.”

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the "Collateral"), which security interest is intended to be a first priority security interest: (ai) all of such Borrower's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Investment Property, Letter-of-Credit Rights and Rights, Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be is a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law, unless in any case consent is otherwise validly obtained; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.9, such grant of a security interest shall not extend to, and the term "Collateral" shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to grant to Agent, for the benefit of itself and the Lenders, a perfected, first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest and Lien in the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.been obtained;

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, Borrower each Obligor hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the "Collateral"), which security interest is intended to be a first priority security interest: (ai) all of Borrowersuch Obligor's tangible and personal property, including without limitation all present and future Inventory, Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of Borrowersuch Obligor's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Payment Intangibles, Chattel Paper, Investment PropertyDocuments, Intellectual Property, DocumentsDocuments of Title, Instruments, Securities, Financial Assets, Deposit Accounts, Investment Property, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of Borrowersuch Obligor's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by Borrowersuch Obligor; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of Borrower such Obligor or in the related Government Account where the taking of such security interest would be is a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law, unless in any case consent is otherwise validly obtained; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.13, such grant of a security interest shall not extend to, and the term "Collateral" shall not include, any General Intangibles of either Obligor to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm "Collateral" shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term "Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13."

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrower:each individually, the “Collateral”), which security interest is intended to be a first priority security interest (except for Permitted Liens): (ai) all of such Borrower's ’s tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's ’s intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Investment Property, Letter-of-Credit Rights and Rights, Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's ’s present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and; (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing; and (v) the DVIFS Collateral, to the extent not otherwise included in (i) through (iv) above. (iib) Borrower has full right and power to grant to Agent, for Notwithstanding the benefit foregoing provisions of itself and the Lenders, a perfected, first priority (this Section 2.9 or any other than with respect to property or assets covered by Priority Permitted Liens) security interest and Lien provision in the Collateral pursuant to this Agreement, subject to Borrower and Lender acknowledge and agree that the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest granted by Borrower in Section 2.9(a)(v) above is intended to be a second priority security interest behind the Collateralsecurity interest of DVI Financial Services, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person Inc. (except for Permitted Liens. No financing statement relating ). (c) Notwithstanding the foregoing provisions of this Section 2.9, such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the Collateral is on file in any public office except those licensor thereof or other applicable party thereto, and (ii) such consent has not been obtained; provided, however, that the foregoing grant of a security interest shall extend to, and the term “Collateral” shall include, each of the following: (a) on behalf any General Intangible which is in the nature of Agentan Account or a right to the payment of money or a proceed of, for or otherwise related to the benefit enforcement or collection of, any Account or right to the payment of itself and money, or goods which are the Lenders and/or subject of any Account or right to the payment of money, (b) in connection with Permitted Liens. Borrower any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not a so restricted, and (c) upon obtaining the consent of any such licensor or other applicable party with respect to any agreementsuch otherwise excluded General Intangible, document or instrument such General Intangible as well as any and all proceeds thereof that conflicts with this Section 2.13might theretofore have been excluded from such grant of a security interest and from the term “Collateral.”

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the Lenders, all of its right, title and interest in and to and upon all of such Borrower's real, tangible and intangible assets and propertyassets, now owned or hereafter acquired, including, without limitation, all of the following property and interests in property of such Borrower: (ai) all of such Borrower's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Commercial Tort Claims, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain names, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section ss. 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx ss. 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.11, such grant of a security interest shall not extend to, and the term "Collateral" shall not include, any General Intangibles of any Borrower to the extent that (but only to the extent that) (i) they are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm "Collateral" shall include, each of the following: (A) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (B) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term "Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13."

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, Borrower Purchaser hereby grants to Agent, for the benefit of itself and the Lenders, Seller a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersSeller, all of its right, title and interest in and to the following (collectively and upon each individually, the “Collateral”), which security interest is intended to be senior in priority to all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all other security interests except with respect to the security interest granted to CapitalSource pursuant to the terms of the following property Credit Agreement and interests other Loan Documents (as defined in property of Borrower:the Credit Agreement): (ai) all of Borrower's such Purchaser’s tangible and personal property, including without limitation all present and future Inventory, Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of Borrower's such Purchaser’s intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Payment Intangibles, Chattel Paper, Investment PropertyDocuments, Intellectual Property, DocumentsDocuments of Title, Instruments, Securities, Financial Assets, Deposit Accounts, Investment Property, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of Borrower's such Purchaser’s present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by Borrowersuch Purchaser; provided, however, that Agent Seller shall not have a security interest in any rights under any Government Contract of Borrower such Purchaser or in the related Government Account where the taking of such security interest would be is a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section § 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx § 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law, unless in any case consent is otherwise validly obtained; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.13, such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any General Intangibles of Purchaser to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm “Collateral” shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term “Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13.”

Grant of Security Interest; Collateral. (ia) To secure the payment and performance of the Obligations, each Borrower hereby grants to Agent, for the benefit of itself and the Lenders, Lender a valid, perfected, continuing first priority (other than with respect to property or assets covered by Priority Permitted Liens) security interest in and Lien upon, and pledges to Agent, for the benefit of itself and the LendersLender, all of its right, title and interest in and to and upon all of Borrower's real, tangible and intangible assets and property, now owned or hereafter acquired, including, without limitation, all of the following property (collectively and interests in property of Borrowereach individually, the "Collateral"), which security interest is intended to be a first priority security interest: (ai) all of such Borrower's tangible and personal property, including without limitation all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Software and Computer Hardware and Software, now owned or hereafter acquired and all of Borrower's real property, including leasehold interests, now owned or hereafter acquired; (bii) all of such Borrower's intangible personal property, including without limitation all present and future Accounts, securities, Contract Rightscontract rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property, Documents, Instruments, Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life insurance policy), trademarks, tradenames, domain namesproceeds, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (ciii) all of such Borrower's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by such Borrower; provided, however, that Agent Lender shall not have a security interest in any rights under any Government Contract of such Borrower or in the related Government Account where the taking of such security interest would be a violation of an express prohibition contained in the Government Contract (for purposes of this limitation, the fact that a Government Contract is subject to, or otherwise refers to, Title 31, Section ss. 203 or Title 0041, Xxxxxxx 00 xx xxx Xxxxxx Xxxxxx ss. 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (div) any and all additions and accessions to any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 2.13, such grant of a security interest shall not extend to, and the term "Collateral" shall not include, any General Intangibles of Borrower to the extent that (i) such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of any license or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the licensor thereof or other applicable party thereto, and (ii) Borrower such consent has full right and power to not been obtained; provided, however, that the foregoing grant to Agentof a security interest shall extend to, for the benefit of itself and the Lendersterm "Collateral" shall include, each of the following: (a) any General Intangible which is in the nature of an Account or a perfectedright to the payment of money or a proceed of, first priority or otherwise related to the enforcement or collection of, any Account or right to the payment of money, or goods which are the subject of any Account or right to the payment of money, (b) any and all proceeds of any General Intangible that is otherwise excluded to the extent that the assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the consent of any such licensor or other than applicable party with respect to property or assets covered by Priority Permitted Liens) any such otherwise excluded General Intangible, such General Intangible as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and Lien in from the Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing equity interests, control and/or possession, as applicable, without any further action, Agent, for the benefit of itself and the Lenders, will have a good, valid and first priority (other than with respect to property or assets covered by Priority Permitted Liens) and perfected Lien and security interest in the term "Collateral, not subject to any transfer or any other restrictions or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement relating to any of the Collateral is on file in any public office except those (a) on behalf of Agent, for the benefit of itself and the Lenders and/or (b) in connection with Permitted Liens. Borrower is not a party to any agreement, document or instrument that conflicts with this Section 2.13."