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

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Lenders a continuing security interest in and Lien upon, and pledges to Lenders all of its rights, title and interests in and to the Borrower’s Assets, any and all additions and accessions thereto, and any and all replacements, products and proceeds (including insurance proceeds) thereof (the “Collateral”). (b) As to all Collateral, including without limitation, all cash, cash equivalents, Commercial Tort Claims and Real Property, the title to which is held by Borrower, or the possession of which is held by Borrower in the form of a leasehold interest, Borrower hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Agent for the benefit of the Lenders all of the right, title and interest of Borrower in all of such Collateral, including without limitation, all cash, cash equivalents, Commercial Tort Claims and owned Real Property and in all such leasehold interests, together in each case with all of the right, title and interest of Borrower in and to all buildings, improvements, and fixtures related thereto, any lease or sublease thereof, all general intangibles relating thereto and all proceeds thereof. Borrower agrees that the Agent for the benefit of the Lenders is authorized to file or record financing statements with respect to the Collateral in such form and in such offices as Lenders reasonably determines appropriate to further evidence the perfection of the security interests of Lenders under this Agreement and to use the collateral description “all assets of the Debtor” in any such financing statements. (c) Borrower shall promptly notify the Agent for the benefit of the Lenders of any Commercial Tort Claims in which it has an interest arising after the date of this Agreement and shall provide all necessary information concerning each such Commercial Tort Claim, or upon any and all Commercial Tort Claims upon request by the Agent for the benefit of the Lenders, and make all necessary filings with respect thereto to perfect Lenders’ security interest therein.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower hereby grants to Lenders Agent, for the benefit of itself and the other Lenders, a valid, perfected and continuing first priority (other than with respect to property or assets covered by Permitted Liens) security interest in and Lien upon, and pledges to Lenders Agent, for the benefit of itself and the other Lenders, all of its rightsBorrower’s right, title and interests interest in, to and under all of the following, whether now owned or existing or hereafter from time to time acquired or coming into existence: (i) all of the Receivables listed on Exhibit F attached hereto and all other Receivables subsequently pledged to Agent, whether pursuant to this Agreement or any Collateral Assignment (and all replacements of such Receivables which have been pledged to Agent for the benefit of Lenders in accordance with the terms of this Agreement or any Collateral Assignment) (collectively, the “Pledged Receivables”), together with all Timeshare Agreements, Timeshare Mortgages, and Consumer Documents related to such Receivables, all payments due or to become due thereunder in whatever form, including without limitation cash, checks, notes, drafts and other instruments for the payment of money, and all books and records, including all computer records, relating thereto; (ii) All proceeds, property, property rights, privileges and benefits arising out of, from the enforcement of, or in connection with, all present and future Pledged Receivables and all Timeshare Agreements, Timeshare Mortgages, and other Consumer Documents related thereto, including without limitation, to the extent applicable, all property returned by or reclaimed or repossessed from purchasers thereunder, all rights of foreclosure, termination, dispossession, repossession, all documents, instruments, contracts, liens and security instruments and guaranties relating to such Pledged Receivables, Timeshare Mortgages, and other Consumer Documents, all collateral and other security securing the obligations of any Person under or relating to such Pledged Receivables, Timeshare Mortgages, and other Consumer Documents, including, without limitation, all Owner Beneficiary Rights under the Club Trust Agreement in respect of such Pledged Receivables and all of the Borrower’s Assetsrights or interest in all other property (personal or other), any if any, the sale of which gave rise to such Pledged Receivables, all rights and remedies of whatever kind or nature Borrower may hold or acquire for the purpose of securing or enforcing such Pledged Receivables, Timeshare Mortgages, and other Consumer Documents, and all additions and accessions theretogeneral intangibles relating to or arising out of such Pledged Receivables, Timeshare Mortgages, and other Consumer Documents. (iii) All of Borrower’s accounts receivable, Chattel Paper, Documents, Instruments, pre-authorized account debit agreements, General Intangibles, Contracts, Supporting Obligations, choses-in-action, claims and judgments, solely related to or arising from any Pledged Receivable. (iv) All of Borrower’s rights under any title insurance policies covering Timeshare Mortgages assigned to Agent, for the benefit of Lenders, in which Borrower now or hereafter has any interest to the extent related to any Pledged Receivables. (v) the Servicing Agreement, and all replacements, products and proceeds rights of Borrower (including insurance proceedswithout limitation, Borrower’s rights of enforcement) thereof thereunder. (vi) the Lockbox Account and all money, investment property, instruments and other property related to Pledged Receivables and credited to, carried in or deposited in the Lockbox Account. (vii) Any and all proceeds of the foregoing. (viii) Any and all other property now or hereafter serving as security for the Obligations. All liens and security interests granted hereunder by Borrower to Agent, for the benefit of Lenders, shall be first priority liens and security interests subject to Permitted Liens. Borrower, Agent and Lenders hereby agree that this Agreement shall be deemed to be a security agreement under the Uniform Commercial Codes of the State of California and the Commonwealth of Massachusetts. Accordingly, in addition to any other rights and remedies available to Agent and Lenders hereunder, Agent and each Lender shall have all the rights of a secured party under the California and Massachusetts Uniform Commercial Codes. The property described in this Section 2.9(a) is collectively referred to herein as the “Collateral”). (b) As Borrower has full right and power to all Collateralgrant to Agent, including without limitation, all cash, cash equivalents, Commercial Tort Claims and Real Property, the title to which is held by Borrower, or the possession of which is held by Borrower in the form of a leasehold interest, Borrower hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Agent for the benefit of itself and the Lenders other Lenders, a perfected, first priority security interest and Lien on the Pledged Receivables and a perfected Lien and security interest in all other Collateral pursuant to this Agreement, subject to the following sentence. Upon the execution and delivery of this Agreement, and upon the filing of the rightnecessary financing statements, title without any further action, Agent will have a good, valid and interest of Borrower in all of such Collateral, including without limitation, all cash, cash equivalents, Commercial Tort Claims and owned Real Property and in all such leasehold interests, together in each case with all of the right, title and interest of Borrower in and to all buildings, improvements, and fixtures related thereto, any lease or sublease thereof, all general intangibles relating thereto and all proceeds thereof. Borrower agrees that the Agent for the benefit of the Lenders is authorized to file or record financing statements first priority (other than with respect to the Collateral any Collateral, property or assets covered by Permitted Liens) perfected Lien and security interest in such form each Pledged Receivable and a perfected Lien and security interest in such offices as Lenders reasonably determines appropriate all other Collateral, subject to further evidence the perfection no transfer or other restrictions or Liens of any kind in favor of any other Person. As of the security interests of Lenders under this Agreement and applicable Transfer Date, no financing statement relating to use the collateral description “all assets any of the Debtor” Pledged Receivables is on file in any such financing statements. (c) Borrower shall promptly notify public office except those on behalf of Agent and those related to the Agent for the benefit Permitted Liens. As of the Lenders of Closing Date, Borrower is not party to any Commercial Tort Claims in which it has an interest arising after the date of agreement, document or instrument that conflicts with this Agreement and shall provide all necessary information concerning each such Commercial Tort Claim, or upon any and all Commercial Tort Claims upon request by the Agent for the benefit of the Lenders, and make all necessary filings with respect thereto to perfect Lenders’ security interest thereinSection 2.9.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of As security for the Obligations, Borrower Grantor hereby grants to Lenders Secured Party a continuing first priority security interest in and Lien upon, and pledges to Lenders Secured Party, all of its rightsright, title and interests interest in and to the Borrower’s Assetsfollowing (collectively and each individually, the "COLLATERAL"): (i) all of Grantor's present and future Accounts and Receivables (including, without limitation, those payable by an individual beneficiary, recipient or subscriber or other individual person), now owned or hereafter acquired, and any and all rights of Grantor to the payment of money or other forms of consideration of any kind (whether classified under the Uniform Commercial Code as Accounts, Chattel Paper, General Intangibles or otherwise) for goods sold or leased or for services including, without limitation, accounts receivable, Medicare and Medicaid reimbursements and payments under other so-called provider agreements, proceeds of any letters of credit naming Grantor as beneficiary, Chattel Paper, tax refunds, insurance proceeds, contract rights, notes, drafts, Instruments, Documents, acceptances and all other debts, obligations and liabilities in whatever form from any Person in favor of Grantor, in each case now owned or existing or hereafter acquired or existing; (ii) all of Grantor's intangible and tangible personal property in, relating to or arising out of such Accounts and/or Receivables or any of the foregoing, including without limitation all present and future Accounts, Receivables, contract rights, permits, licenses, General Intangibles, Chattel Paper, Documents, Instruments and Deposit Accounts, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (iii) all of Grantor's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by Grantor, relating to or arising out of such Accounts and/or Receivables or any of the foregoing; PROVIDED, HOWEVER, that Secured Party shall not have a security interest in any rights under any -3- Government Contract of Grantor 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, ss. 203 or Title 41, ss. 15 of the United States Code shall not be deemed an express prohibition against assignment thereof); and (iv) any and all additions and accessions theretoto any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) thereof (of any of the “Collateral”)foregoing. (b) As to all CollateralNotwithstanding the foregoing provisions of this SECTION 2.1, including without limitation, all cash, cash equivalents, Commercial Tort Claims and Real Property, the title to which is held by Borrower, or the possession such grant of which is held by Borrower in the form of a leasehold interest, Borrower hereby assigns and conveys as security, grants a security interest inshall not extend to, hypothecatesand the term "Collateral" shall not include, mortgages, pledges and sets over unto the Agent for the benefit any General Intangibles of the Lenders all Grantor 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 rightlicensor thereof or other applicable party thereto, title and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of a security interest of Borrower in all of such shall extend to, and the term "Collateral" shall include, including without limitation, all cash, cash equivalents, Commercial Tort Claims and owned Real Property and in all such leasehold interests, together in each case with all of the rightfollowing: (a) any General Intangible which is in the nature of an Account, title and interest Receivable or a right to the payment of Borrower in and money or a proceed of, or otherwise related to all buildings, improvements, and fixtures related theretothe enforcement or collection of, any lease Account, Receivable or sublease thereofright to the payment of money, all general intangibles relating thereto or goods which are the subject of any Account, Receivables or right to the payment of money, (b) any and all proceeds thereof. Borrower agrees of any General Intangible that is otherwise excluded to the extent that the Agent for assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the benefit consent of the Lenders is authorized to file any such licensor or record financing statements other applicable party with respect to the Collateral in such form and in such offices as Lenders reasonably determines appropriate to further evidence the perfection of the security interests of Lenders under this Agreement and to use the collateral description “all assets of the Debtor” in any such financing statements. (c) Borrower shall promptly notify the Agent for the benefit of the Lenders of any Commercial Tort Claims in which it has an interest arising after the date of this Agreement and shall provide all necessary information concerning each otherwise excluded General Intangible, such Commercial Tort Claim, or upon General Intangible as well as any and all Commercial Tort Claims upon request by the Agent for the benefit proceeds thereof that might theretofor have been excluded from such grant of the Lenders, and make all necessary filings with respect thereto to perfect Lenders’ a security interest thereinand from the term "Collateral."

Grant of Security Interest; Collateral. (a) To In order to secure the prompt and unconditional payment of the Secured Indebtedness and the performance of the Obligationsobligations, Borrower covenants, agreements and undertakings herein described, Debtor hereby grants to Lenders Secured Party a continuing security interest in and Lien uponmortgages, assigns, transfers, delivers, pledges, sets over and pledges confirms to Lenders Secured Party all of its Debtor's remedies, powers, privileges, rights, title titles and interests (including all power of Debtor, if any, to pass greater title than it has itself) of every kind and character now owned or hereafter acquired, created or arising in and to the Borrower’s Assetsfollowing: Accounts (i) all accounts, any receivables, accounts receivable, general intangibles regardless of form (including all choses or things in action, trade names, trademarks, patents, patents pending, infringement claims, service marks, licenses, copyrights, blueprints, drawings, plans, diagrams, schematics, computer programs, computer tapes, computer discs, reports, catalogs, customer lists, purchase orders, goodwill, route lists, monies due or recoverable from pension funds, tax refunds and all additions rights to any of the foregoing), book debts, contracts rights and rights to payment no matter how evidenced; (ii) all chattel paper, notes, drafts, acceptances, payments under leases of equipment or sale of inventory, and other forms of obligations received by or belonging to Debtor for goods sold or leased and/or services rendered by Debtor; (iii) all purchase orders, instruments and other documents (including all documents of title) evidencing obligations to Debtor, including those for or representing obligations for goods sold or leased and/or services rendered by Debtor; (iv) all monies due or to become due to Debtor under all contracts, including those for the sale or lease of goods and/or performance of services by Debtor no matter how evidenced and whether or not earned by performance; (v) all accounts, receivables, accounts receivable, contract rights, and general intangibles arising as a result of Debtor's having paid accounts payable (or having had goods sold to or leased to Debtor or services performed for Debtor giving rise to accounts payable) which accounts payable were paid for or were incurred by Debtor on behalf of any third parties pursuant to an agreement or otherwise; (vi) all goods, the sale and delivery of which give rise to any of the foregoing, including any such goods which are returned to Debtor for credit; Inventory all goods, merchandise, raw materials, work in process, finished goods, and other tangible personal property of whatever nature now owned by Debtor or hereafter from time to time existing or acquired, wherever located and held for sale or lease, including those held for display or demonstration or out on lease or consignment, or furnished or to be furnished under contracts of service or used or usable or consumed or consumable in Debtor's business or which are finished or unfinished goods and all accessions and appurtenances thereto, together with all warehouse receipts and other documents evidencing any of the same and all replacementscontainers, products packing, packaging, shipping and proceeds (including insurance proceeds) thereof (the “Collateral”). (b) As to all Collateral, including without limitation, all cash, cash equivalents, Commercial Tort Claims and Real Property, the title to which is held by Borrower, or the possession of which is held by Borrower in the form of a leasehold interest, Borrower hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Agent for the benefit of the Lenders all of the right, title and interest of Borrower in all of such Collateral, including without limitation, all cash, cash equivalents, Commercial Tort Claims and owned Real Property and in all such leasehold interests, together in each case with all of the right, title and interest of Borrower in and to all buildings, improvements, and fixtures related thereto, any lease or sublease thereof, all general intangibles relating thereto and all proceeds thereof. Borrower agrees that the Agent for the benefit of the Lenders is authorized to file or record financing statements with respect to the Collateral in such form and in such offices as Lenders reasonably determines appropriate to further evidence the perfection of the security interests of Lenders under this Agreement and to use the collateral description “all assets of the Debtor” in any such financing statements. (c) Borrower shall promptly notify the Agent for the benefit of the Lenders of any Commercial Tort Claims in which it has an interest arising after the date of this Agreement and shall provide all necessary information concerning each such Commercial Tort Claim, or upon any and all Commercial Tort Claims upon request by the Agent for the benefit of the Lenders, and make all necessary filings with respect thereto to perfect Lenders’ security interest therein.similar materials;

Grant of Security Interest; Collateral. (a) To secure the payment and performance of As security for the Obligations, Borrower Debtor hereby grants to Lenders Secured Party a continuing first priority security interest in and Lien upon, and pledges to Lenders Secured Party, all of its rightsright, title and interests interest in and to the Borrower’s Assetsfollowing (collectively and each individually, the "COLLATERAL"): (i) all of Debtor's present and future Accounts and Receivables (including, without limitation, those payable by an individual beneficiary, recipient or subscriber or other individual person), now owned or hereafter acquired, and any and all rights of Debtor to the payment of money or other forms of consideration of any kind (whether classified under the Uniform Commercial Code as Accounts, Chattel Paper, General Intangibles or otherwise) for goods sold or leased or for services including, without limitation, accounts receivable, Medicare and Medicaid reimbursements and payments under other so-called provider agreements, proceeds of any letters of credit naming Debtor as beneficiary, Chattel Paper, tax refunds, insurance proceeds, contract rights, notes, drafts, Instruments, Documents, acceptances and all other debts, obligations and liabilities in whatever form from any Person in favor of Debtor, in each case now owned or existing or hereafter acquired or existing; (ii) all of Debtor's intangible and tangible personal property in, relating to or arising out of such Accounts and/or Receivables or any of the foregoing, including without limitation all present and future Accounts, Receivables, contract rights, permits, licenses, General Intangibles, Chattel Paper, Documents, Instruments and Deposit Accounts, now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (iii) all of Debtor's present and future Government Contracts and rights thereunder and the related Government Accounts and proceeds thereof, now or hereafter owned or acquired by Debtor, relating to or arising out of such Accounts and/or Receivables or any of the foregoing; PROVIDED, HOWEVER, that Secured Party shall not have a security interest in any rights under any -3- Government Contract of Debtor 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, ss. 203 or Title 41, ss. 15 of the United States Code shall not be deemed an express prohibition against assignment thereof); and (iv) any and all additions and accessions theretoto any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) thereof (of any of the “Collateral”)foregoing. (b) As to all CollateralNotwithstanding the foregoing provisions of this SECTION 2.1, including without limitation, all cash, cash equivalents, Commercial Tort Claims and Real Property, the title to which is held by Borrower, or the possession such grant of which is held by Borrower in the form of a leasehold interest, Borrower hereby assigns and conveys as security, grants a security interest inshall not extend to, hypothecatesand the term "Collateral" shall not include, mortgages, pledges and sets over unto the Agent for the benefit any General Intangibles of the Lenders all Debtor 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 rightlicensor thereof or other applicable party thereto, title and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of a security interest of Borrower in all of such shall extend to, and the term "Collateral" shall include, including without limitation, all cash, cash equivalents, Commercial Tort Claims and owned Real Property and in all such leasehold interests, together in each case with all of the rightfollowing: (a) any General Intangible which is in the nature of an Account, title and interest Receivable or a right to the payment of Borrower in and money or a proceed of, or otherwise related to all buildings, improvements, and fixtures related theretothe enforcement or collection of, any lease Account, Receivable or sublease thereofright to the payment of money, all general intangibles relating thereto or goods which are the subject of any Account, Receivables or right to the payment of money, (b) any and all proceeds thereof. Borrower agrees of any General Intangible that is otherwise excluded to the extent that the Agent for assignment, pledge or encumbrance of such proceeds is not so restricted, and (c) upon obtaining the benefit consent of the Lenders is authorized to file any such licensor or record financing statements other applicable party with respect to the Collateral in such form and in such offices as Lenders reasonably determines appropriate to further evidence the perfection of the security interests of Lenders under this Agreement and to use the collateral description “all assets of the Debtor” in any such financing statements. (c) Borrower shall promptly notify the Agent for the benefit of the Lenders of any Commercial Tort Claims in which it has an interest arising after the date of this Agreement and shall provide all necessary information concerning each otherwise excluded General Intangible, such Commercial Tort Claim, or upon General Intangible as well as any and all Commercial Tort Claims upon request by the Agent for the benefit proceeds thereof that might theretofor have been excluded from such grant of the Lenders, and make all necessary filings with respect thereto to perfect Lenders’ a security interest thereinand from the term "Collateral."

Grant of Security Interest; Collateral. (a) To secure the payment and performance of all Obligations owing to the ObligationsAdministrative Agent, the Revolving Lenders, the Tranche A Term Lenders and the Tranche B Term Lenders, ratably, the Borrower hereby grants to Lenders the Administrative Agent, for the benefit of itself and each Lender and Indemnitee, a continuing security interest in and Lien upon, and pledges to Lenders the Administrative Agent, all of its rights, title and interests in and to to, all of the Borrower’s Assetsinterest in and to all of its now owned or hereafter acquired property and assets, including all accounts, general intangibles, goods, documents, securities, moneys, investment property, contract rights, chattel paper, instruments, deposit accounts, certificates of deposit, adjustments of deposits, letters of credit, letter of credit rights, advices of credit, commercial tort claims, oil, gas and minerals and other property and interests of the Borrower (whether real or personal and whether tangible or intangible now existing or hereafter acquired) and any and all additions and accessions thereto, and any and all replacements, products and proceeds (including insurance proceeds) thereof (the “Collateral”). (b) As to all Collateral, including without limitation, all cash, cash equivalents, Commercial Tort Claims and Real Property, The Borrower agrees that the title to which is held by Borrower, or the possession of which is held by Borrower in the form of a leasehold interest, Borrower hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Administrative Agent for the benefit of the Lenders all of the right, title and interest of Borrower in all of such Collateral, including without limitation, all cash, cash equivalents, Commercial Tort Claims and owned Real Property and in all such leasehold interests, together in each case with all of the right, title and interest of Borrower in and to all buildings, improvements, and fixtures related thereto, any lease or sublease thereof, all general intangibles relating thereto and all proceeds thereof. Borrower agrees that the Agent for the benefit of the applicable Lenders is authorized to file or record financing statements with respect to the Collateral in such form and in such offices as Lenders reasonably determines determine appropriate to further evidence the perfection of the security interests of Lenders under this Agreement and to use the collateral description “all assets of the Debtor” in any such financing statements. The parties intend this Agreement to be a “security agreement” within the meaning of the applicable UCC. (c) Borrower shall promptly notify the Administrative Agent for the benefit of the applicable Lenders of any Commercial Tort Claims commercial tort claims in which it has an interest arising after the date of this Agreement and shall provide all necessary information concerning each such Commercial Tort Claim, or upon any and all Commercial Tort Claims commercial tort claims upon request by the Administrative Agent for the benefit of the applicable Lenders, and make all necessary filings with respect thereto to perfect Lenders’ security interest therein.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of all Obligations owing to the ObligationsAdministrative Agent, the Revolving Lenders and the Term Lenders, ratably, the Borrower hereby grants to Lenders the Administrative Agent, for the benefit of itself and each Lender and Indemnitee, a continuing security interest in and Lien upon, and pledges to Lenders the Administrative Agent, all of its rights, title and interests in and to to, all of the Borrower’s Assets's interest in and to all of its now owned or hereafter acquired property and assets, including all accounts, general intangibles, goods, documents, securities, moneys, investment property, contract rights, chattel paper, instruments, deposit accounts, certificates of deposit, adjustments of deposits, letters of credit, letter of credit rights, advices of credit, commercial tort claims, oil, gas and minerals and other property and interests of the Borrower (whether real or personal and whether tangible or intangible now existing or hereafter acquired) and any and all additions and accessions thereto, and any and all replacements, products and proceeds (including insurance proceeds) thereof thereof, other than the Excluded Collateral (the “Collateral”). (b) As to all Collateral, including without limitation, all cash, cash equivalents, Commercial Tort Claims and Real Property, The Borrower agrees that the title to which is held by Borrower, or the possession of which is held by Borrower in the form of a leasehold interest, Borrower hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Administrative Agent for the benefit of the Lenders all of the right, title and interest of Borrower in all of such Collateral, including without limitation, all cash, cash equivalents, Commercial Tort Claims and owned Real Property and in all such leasehold interests, together in each case with all of the right, title and interest of Borrower in and to all buildings, improvements, and fixtures related thereto, any lease or sublease thereof, all general intangibles relating thereto and all proceeds thereof. Borrower agrees that the Agent for the benefit of the applicable Lenders is authorized to file or record financing statements with respect to the Collateral in such form and in such offices as Lenders reasonably determines determine appropriate to further evidence the perfection of the security interests of Lenders under this Agreement and to use the collateral description “all assets of the Debtor” in any such financing statements. The parties intend this Agreement to be a “security agreement” within the meaning of the applicable UCC. (c) Borrower shall promptly notify the Administrative Agent for the benefit of the applicable Lenders of any Commercial Tort Claims commercial tort claims in which it has an interest arising after the date of this Agreement and shall provide all necessary information concerning each such Commercial Tort Claim, or upon any and all Commercial Tort Claims commercial tort claims upon request by the Administrative Agent for the benefit of the applicable Lenders, and make all necessary filings with respect thereto to perfect Lenders’ ' security interest therein.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the ObligationsObligations of each US Credit Party, Borrower such US Credit Party hereby grants to Lenders Agent, for the benefit of itself and the Lenders, a valid, perfected and continuing first priority (subject, with respect to property or assets covered by Priority Permitted Liens, such Priority Permitted Liens) security interest in and Lien upon, and pledges to Lenders Agent, for the benefit of itself and the Lenders, all of its rightsright, title and interests interest in and to and upon all of such US Credit Party's assets and property (unless the Borrower’s AssetsUS Requisite Lenders otherwise permit in writing in their sole and absolute discretion), whether now owned or hereafter acquired, including, without limitation, all of the following property and interests in property of such US Credit Party: (i) all of such Credit Party's tangible personal property, including, without limitation, all present and future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), Computer Hardware and Software, now owned or hereafter acquired; (ii) all of such US 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 and insurance proceeds (including, without limitation, proceeds of any life insurance policy, but excluding benefits payable to employees under employee benefit plans), now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; (iii) all of such US Credit Party's interests in owned and leased real property; (iv) all of such US 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 such US Credit Party; provided, however, that Agent shall not have a security interest in any rights under any Government Contract of such US 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 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 41,Section 15 of the United States Code shall not be deemed an express prohibition against assignment thereof) or is prohibited by applicable law; and (v) any and all additions and accessions theretoto any of the foregoing, and any and all replacements, products and proceeds (including insurance proceedsproceeds but excluding benefits payable to employees under employee benefits plans) thereof (of any of the “Collateral”)foregoing. (b) As In addition to all Collateralthe foregoing, including without limitationsubject to Section 2.13(e) below, all cashto secure the payment and performance of the Obligations of each US Credit Party, cash equivalentssuch US Credit Party, Commercial Tort Claims and Real Propertyhas pledged, the title to which is held by Borrower, or the possession of which is held by Borrower in the form of a leasehold interest, Borrower hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Agent shall pledge to Agent, for its benefit and the benefit of the Lenders Lenders, all of the right, title and interest of Borrower securities it owns in all of such Collateral, including without limitation, all cash, cash equivalents, Commercial Tort Claims and owned Real Property and in all such leasehold interests, together in each case with all of the right, title and interest of Borrower in and to all buildings, improvements, and fixtures related thereto, any lease or sublease thereof, all general intangibles relating thereto and all proceeds thereof. Borrower agrees that the Agent for the benefit of the Lenders is authorized to file or record financing statements with respect Subsidiary pursuant to the Collateral in such form and in such offices as Lenders reasonably determines appropriate Pledge Agreement to further evidence the perfection of the security interests of Lenders under this Agreement and to use the collateral description “all assets of the Debtor” in any such financing statementswhich it is a party. (c) Borrower Each Credit Party shall promptly notify the Agent for the benefit of the Lenders of any Commercial Tort Claims in which it such Credit Party has an interest arising after the date of this Agreement 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 the Agent for the benefit of the LendersAgent, 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 Priority Permitted Liens) security interest and Lien in the Collateral pursuant to this Agreement. Upon the execution and delivery of this Agreement and the Canadian Security Agreement, as applicable, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary certificates evidencing an equity interest, 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, subject to no transfer or other restrictions not otherwise permitted hereunder or Liens of any kind in favor of any other Person except for Permitted Liens. No financing statement or other similar statement or instrument relating to any of the Collateral is on file in any public office except those (i) on behalf of Agent, for the benefit of itself and the Lenders, and/or (ii) in connection with Permitted Liens. Each Credit Party represents and warrants to Agent and Lenders that it is not party to any agreement, document or instrument that conflicts with this Section 2.13. (e) Notwithstanding anything to the contrary contained in this Section 2.13, no Foreign Subsidiary of US Borrower constituting a "controlled foreign corporation," as defined in Section 957 of the Code, shall be required to deliver any guaranty of the US Obligations or grant a security interest in any of its Property to secure any such guaranty, and neither US Borrower nor any of its Subsidiaries shall be required to pledge voting equity securities constituting more than sixty-five percent (65%) (or other applicable greater percentage) of the total combined voting power of all classes of voting equity securities of any such Foreign Subsidiary of US Borrower as security for the US Obligations, to the extent, in any such case, such guaranty or granting, or a pledge of additional equity securities, would result in material and adverse tax consequences to US Borrower under Section 956 of the Code as determined by Agent and the Requisite Lenders in their Permitted Discretion. (f) To secure the payment and performance of the Canadian Obligations by each Canadian Credit Party, Canadian Borrower and its Foreign Subsidiaries that are Canadian Guarantors have executed and delivered to and for the benefit of Agent, for the benefit of itself and the Lenders, the Canadian Security Agreement.

Grant of Security Interest; Collateral. (a) To secure the payment and performance of the Obligations, Borrower and each of the Subsidiaries do hereby grants jointly and severally grant to Lenders the Lender a continuing security interest in and Lien lien upon, and pledges pledge to Lenders Lender, all of its rightsand their respective right, title and interests interest in and to all of its Accounts (other than the Borrower’s AssetsNHC-GAF Collateral) and all Intellectual Property, whether now owned or hereafter acquired, including, without limitation, the following, which security interest is intended to be a first priority security interest: (i) all intangible personal property, including without limitation all present and future Accounts except for the NHC-GAF Collateral, securities, contract rights, permits, general intangibles, Intellectual Property, chattel paper, documents, instruments, deposit accounts, rights to the payment of money or other forms of consideration of any kind and tax refunds now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out of any of the foregoing; and (ii) any and all additions and accessions theretoto any of the foregoing, and any and all replacements, products and proceeds (including insurance proceeds) thereof (of any of the foregoing, all of the foregoing herein collectively referred to as the “Collateral”).” For the avoidance of doubt, Collateral shall not include the NHC-GAF Collateral. (b) As Borrower and each of the Subsidiaries has the full right and power to all Collateralgrant to Lender a perfected, including without limitation, all cash, cash equivalents, Commercial Tort Claims first priority security interest and Real Property, the title to which is held by Borrower, or the possession of which is held by Borrower lien in the form Collateral pursuant to this Agreement. Upon the execution and delivery of this Agreement, and upon the filing of the necessary financing statements and/or appropriate filings, as applicable, without any further action, Lender will have a leasehold interestgood, valid and first priority and perfected Lien and security interest in the Collateral granted to Lender pursuant to this Agreement, subject to no transfer or other restrictions or liens of any kind in favor of any other Person. No financing statement relating to any of the Collateral is on file in any public office except those on behalf of Lender. Except for Schedule 6(b), Borrower hereby assigns represents and conveys as securitywarrants to Lender that neither it nor any of its Subsidiaries is a party to any agreement, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Agent for the benefit of the Lenders all of the right, title and interest of Borrower in all of such Collateral, including without limitation, all cash, cash equivalents, Commercial Tort Claims and owned Real Property and in all such leasehold interests, together in each case document or instrument that conflicts with all of the right, title and interest of Borrower in and to all buildings, improvements, and fixtures related thereto, any lease or sublease thereof, all general intangibles relating thereto and all proceeds thereof. Borrower agrees that the Agent for the benefit of the Lenders is authorized to file or record financing statements with respect to the Collateral in such form and in such offices as Lenders reasonably determines appropriate to further evidence the perfection of the security interests of Lenders under this Agreement and to use the collateral description “all assets of the Debtor” in any such financing statementsSection 6(b). (c) Borrower shall promptly notify and each of its Subsidiaries hereby authorizes Lender, as Borrower’s agent and attorney in fact to execute or file with the Agent for appropriate filing authorities in Delaware, New York or other locations where the benefit of Collateral may be situated, such financing statements under the Lenders of any Uniform Commercial Tort Claims in which it has an interest arising after the date of this Agreement and shall provide all necessary information concerning each such Commercial Tort Claim, or upon any and all Commercial Tort Claims upon request by the Agent for the benefit of the Lenders, and make all necessary filings with respect thereto Code as may be required to perfect Lenders’ security Lender’s interest thereinin the Collateral.