Common use of GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL Clause in Contracts

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account Funds; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a); (v) all Contracts; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xi) all Instruments; (xii) all Insurance; (xiii) all Intellectual Property; (xiv) all Inventory; (xv) all Investment Property; (xvi) all Letters of Credit and Letter of Credit Rights; (xvii) all Money; (xviii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Software, computer printouts, tapes, disks and other electronic storage media and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xix) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Collateral Agent, for the benefit of the Priority Lien Secured Parties, a security interest in in, all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, subject to the last sentence of this Section 3(a), the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Priority Lien Obligations: (i) all Accounts, including all Receivables; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Documents; (v) all ContractsEquipment; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xivii) all Instruments; (xii) all Insurance; (xiiiviii) all Intellectual Property; (xivix) all Inventory; (xvx) all Investment Property; (xvixi) all Letters of Credit and Letter of Credit Rights; (xviixii) all Money; (xviiixiii) all Pledged Equity Interests: (xiv) all Goods not otherwise described above; (xv) all Collateral Accounts; (xvi) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xvii) all commercial tort claims now or hereinafter described on Schedule 9; and (xixxviii) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, products accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel PaperAs-Extracted Collateral; (iii) all Collateral Accounts and all Collateral Account FundsChattel Paper; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)3.10; (v) all Contracts; (vi) all DocumentsDeposit Accounts; (vii) all EquipmentDocuments; (viii) all Equipment; (ix) all Fixtures (ixx) all General Intangibles; (xxi) all Goods (xixii) all Instruments; (xiixiii) all Insurance; (xiiixiv) all Intellectual Property; (xivxv) all Inventory; (xvxvi) all Investment Property; (xvixvii) all Letters of Credit and Letter of Credit Rights; (xviixviii) all Money; (xviiixix) all Securities Accounts; (xx) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxxi) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this AgreementSection 2, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, (i) an Excluded AssetAsset or (ii) the outstanding capital stock, limited liability interests, partnership interests or other equity interests of a Foreign Subsidiary (as defined below) in excess of 65% of the voting power of all classes of capital stock, limited liability interests, partnership interests or other equity interests of such Foreign Subsidiary entitled to vote. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Collateral Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. 3.1 (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (i) all Accounts, including all Receivables; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Securities Accounts and Commodities Accounts; (v) all ContractsDocuments; (vi) all DocumentsEquipment; (vii) all EquipmentFixtures; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xiix) all Instruments; (xiix) all Insurance; (xiiixi) all Intellectual Property; (xivxii) all Inventory; (xiii) all Investment Property and Securities; (xiv) all Letter of Credit Rights and letters of credit; (xv) all Investment PropertyMoney, cash and cash equivalents; (xvi) all Letters of Credit and Letter of Credit RightsPledged Equity Interests; (xvii) all MoneyGoods not otherwise described above; (xviii) all Collateral Accounts; (xix) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xx) all commercial tort claims now or hereafter described on Schedule 10; and (xixxxi) to the extent not otherwise included, all other personal propertyproperty of such Grantor, whether tangible including, without limitation, any other contract rights or intangiblerights to the payment of money, of the Grantor insurance claims and proceeds and tort claims, and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth . Notwithstanding anything to the contrary in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect none of the Collateral and nothing contained herein is intended or Excluded Assets shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the constitute Collateral, including any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following propertyProperty, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all AccountsReceivables; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsInvestment Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Inventory; (v) all ContractsDocuments; (vi) all DocumentsPayment Intangibles; (vii) all EquipmentInstruments relating to assets of the type described in clauses (i) through (vi) above and clause (viii) below; (viii) all FixturesGeneral Intangibles relating to assets of the type described in clauses (i) through (vii) above, including, without limitation, all rights against the owners or operators of any pipeline or storage facility with respect to any Inventory or other Collateral; (ix) all General Intangibles; (x) all Goods (xi) all Instruments; (xii) all Insurance; (xiii) all Intellectual Property; (xiv) all Inventory; (xv) all Investment Property; (xvi) all Letters of Credit Books and Letter of Credit Rights; (xvii) all Money; (xviii) all books, recordsRecords, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral relating to assets of the type described in clauses (i) through (viii) above or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixx) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor Proceeds and all Proceeds, products, accessions, rents and profits products of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees Guarantee Obligations given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, the Collateral shall not include Excluded Collateral. (c) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, shall use commercially reasonable efforts to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof thereunder, and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor’s right, including title and interest in and to the following property, in each case, wherever located and whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all As-Extracted Collateral; (iii) all cash and Cash Equivalents; (iv) all Chattel Paper; (iiiv) all Collateral Accounts and all Collateral Account Funds; (ivvi) all Commercial Tort Claims in excess of $1,000,000Claims, in each case, including those from time to time specifically described on Schedule 3(a)4.11; (vvii) all Contracts; (viviii) all Documents; (viiix) all Equipment; (viii) all Fixtures (ixx) all General Intangibles; (xxi) all Goods; (xixii) all Instruments; (xiixiii) all Insurance; (xiiixiv) all Intellectual Property; (xivxv) all Inventory; (xvxvi) all Investment PropertyProperty (it being understood that, to the extent such Investment Property constitutes shares issued by a company incorporated in the Cayman Islands, each Grantor holding such Investment Property hereby mortgages by way of first legal mortgage its right, title and interest in such Investment Property in favor of the Collateral Agent); (xvixvii) all UCC Letters of Credit and UCC Letter of Credit Rights; (xviixviii) all MoneyFinancial Assets; (xviiixix) all Deposit Accounts; (xx) all Securities Accounts; (xxi) all Security Entitlements; (xxii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxxiii) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, goodwill, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this AgreementSection 3, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, an Excluded Asset, and the term “Collateral” and each of the defined terms incorporated therein shall exclude the Excluded Assets. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Collateral Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor Pledgor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise), including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of such Grantor’s Secured the Bankruptcy Code of the United States, of the Obligations: (i) all AccountsPledged Equity Interests; (ii) the certificates, if any, representing such Pledged Equity Interests and any interest of such Pledgor on the books and records of the Borrower and any securities entitlements relating thereto and all Chattel Paperdividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Equity Interests and any other warrant, right or option or other agreement to acquire any of the foregoing, all management rights, all voting rights, any interest in any capital account of a member in such limited liability company, all rights as and to become a shareholder, member or partner of the Borrower, as applicable, all rights of such Pledgor under any shareholder or voting trust agreement or similar agreement in respect of the Borrower, all of such Pledgor’s right, title and interest as a member to any and all assets or properties of the Borrower, and all other rights, powers, privileges, interests, claims and other property in any manner arising out of or relating to any of the foregoing; (iii) all Collateral Accounts and all Collateral Account FundsAccounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a); (v) all Contracts; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xi) all Instruments; (xii) all Insurance; (xiii) all Intellectual Property; (xiv) all Inventory; (xv) all Investment Property; (xvi) all Letters of Credit and Letter of Credit Rights; (xvii) all Money; (xviii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixv) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits Proceeds of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor Pledgor shall remain liable for all obligations Obligations under and in respect of the Collateral and nothing contained herein is intended to, or shall be be, a delegation of duties to the Administrative Agent or any other Secured PartyAgent, and (ii) each Grantor Pledgor shall remain liable under and each of the agreements included in or pertaining to the Collateral, including any Accountsincluding, any Contracts and without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Equity Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall not have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Equity Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor Pledgor hereby assigns and transfers to the Administrative AgentSecured Party, and hereby grants to the Administrative Agent, for the benefit of the Secured PartiesParty, a security interest in in, all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (i) all AccountsPledged Equity Interests; (ii) all Chattel PaperCollateral Accounts; (iii) all Collateral Accounts and all Collateral Account Funds; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a); (v) all Contracts; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xi) all Instruments; (xii) all Insurance; (xiii) all Intellectual Property; (xiv) all Inventory; (xv) all Investment Property; (xvi) all Letters of Credit and Letter of Credit Rights; (xvii) all Money; (xviii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixiv) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and included all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor Pledgor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, and (ii) each Grantor Pledgor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, any Contracts and without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall not have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Collateral Agent, and hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Collateral”"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured 's Obligations: (i) all Accounts; (ii) all As-Extracted Collateral (iii) all Chattel Paper; (iiiiv) all Collateral Accounts and all Collateral Account Funds; (ivv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)4.11; (vvi) all Contracts; (vivii) all Deposit Accounts; (viii) all Documents; (viiix) all Equipment; (viiix) all Fixtures; (ixxi) all General Intangibles; (xxii) all Goods; (xixiii) all Instruments; (xiixiv) all Insurance; (xiiixv) all Intellectual Property; (xivxvi) all Inventory; (xvxvii) all Investment Property; (xvixviii) all Letters of Credit and Letter of Credit Rights; (xviixix) all Money; (xviiixx) all Securities Accounts; (xxi) to the extent not otherwise included in clause (ii) above, all coal and other minerals severed or extracted from the ground of the Grantor (including all severed or extracted coal purchased, acquired or obtained from other persons), and all Accounts, General Intangibles and products and Proceeds thereof or related thereto, regardless of whether any such coal or other minerals are in raw form or processed for sale and regardless of whether or not any Grantor had an interest in the coal or other minerals before extraction or severance; (xxii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxxiii) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.;

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Collateral”"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured 's Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account Funds; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a4.1(g); (v) all Contracts; (vi) all DocumentsDeposit Accounts; (vii) all EquipmentDocuments; (viii) all FixturesEquipment; (ix) all Fixtures; (x) all General Intangibles; (xxi) all Goods; (xixii) all Instruments; (xiixiii) all Insurance; (xiiixiv) all Intellectual Property; (xivxv) all Inventory; (xvxvi) all Investment Property; (xvi) all Letters of Credit and Letter of Credit Rights; (xvii) all Money; (xviii) all Securities Accounts; (xix) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxx) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this AgreementSection 3, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsagreements relating to any Receivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Holdings hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all equity interests in Palco and all Proceeds thereof (the "Holdings Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations. Any reference to Collateral herein with respect to Holdings shall be understood to be a reference to the Holdings Collateral. (b) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, and together with the “Holdings Collateral”, the "Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured 's Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account Funds; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)4.11; (v) all Contracts; (vi) all DocumentsDeposit Accounts; (vii) all EquipmentDocuments; (viii) all FixturesEquipment; (ix) all Fixtures; (x) all General Intangibles; (xxi) all Goods; (xixii) all Instruments; (xiixiii) all Insurance; (xiiixiv) all Intellectual Property; (xivxv) all Inventory; (xvxvi) all Investment Property; (xvixvii) all Letters of Credit and Letter of Credit Rights; (xviixviii) all Money; (xviiixix) all Securities Accounts; (xx) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxxi) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this AgreementSection 3, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, an Excluded Asset. (bc) Notwithstanding anything herein to the contrary, (i) each Grantor and Holdings, as applicable, shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor and Holdings, as applicable, shall remain liable under and each of the agreements included in the Collateral, including any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts Contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts, including all Receivables; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Documents; (v) all ContractsEquipment; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xivii) all Instruments; (xiiviii) all Insurance; (xiiiix) all Intellectual Property; (xivx) all Inventory; (xvxi) all Investment Property; (xvixii) all Letters of Credit and Letter of Credit Rights; (xiii) all Money; (xiv) all Pledged Equity Interests; (xv) all Vehicles; (xvi) all Goods not otherwise described above; (xvii) all MoneyCollateral Accounts; (xviii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xix) all commercial tort claims now or hereinafter described on Schedule 8; and (xixxx) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that. Notwithstanding the foregoing provisions of this Section 3(a), notwithstanding any other provision set forth in this Agreementthe foregoing grant of a security interest shall not extend to, and the term “Collateral” and the component definitions thereof shall not includeinclude Excluded Assets. Notwithstanding the foregoing, and this Agreement the Grantors shall not, at any time, constitute a not be required to perfect the grant of a security interest in any property Collateral that is an Excluded Assetconstitutes motor vehicles and other assets subject to certificates of title except to the extent perfection can be obtained by filing a financing statement pursuant to the New York UCC. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, and (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, without limitation, any Contracts Receivables and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor or any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Collateral Agent, and hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Collateral”"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured 's Obligations: (i) all Accounts; (ii) all As-Extracted Collateral (iii) all Chattel Paper; (iiiiv) all Collateral Accounts and all Collateral Account Funds; (ivv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)4.11; (vvi) all Contracts; (vivii) all Deposit Accounts; (viii) all Documents; (viiix) all Equipment; (viiix) all Fixtures; (ixxi) all General Intangibles; (xxii) all Goods; (xixiii) all Instruments; (xiixiv) all Insurance; (xiiixv) all Intellectual Property; (xivxvi) all Inventory; (xvxvii) all Investment Property; (xvixviii) all Letters of Credit and Letter of Credit Rights; (xviixix) all Money; (xviiixx) all Securities Accounts; (xxi) to the extent not otherwise included in clause (ii) above, all coal and other minerals severed or extracted from the ground of the Grantor (including all severed or extracted coal purchased, acquired or obtained from other persons), and all Accounts, General Intangibles and products and Proceeds thereof or related thereto, regardless of whether any such coal or other minerals are in raw form or processed for sale and regardless of whether or not any Grantor had an interest in the coal or other minerals before extraction or severance; (xxii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxxiii) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this AgreementSection 3, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the contracts and agreements included in the Collateral, including any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Collateral Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including including, without limitation, the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Collateral”"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured 's Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Documents; (v) all ContractsEquipment; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xivii) all Instruments; (xiiviii) all Insurance; (xiiiix) all Intellectual Property; (xivx) all Inventory; (xvxi) all Investment Property; (xvixii) all Letters of Credit and Letter of Credit Rights; (xviixiii) all Money; (xviiixiv) all Vehicles; (xv) all Goods not otherwise described above; (xvi) any Collateral Account; (xvii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxviii) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth . Notwithstanding anything to the contrary in this Agreement, none of the term “Excluded Assets shall constitute Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, without limitation, any Contracts Receivables and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, subject to the last sentence of this Section 3(a), the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (i) all Accounts, including all Receivables; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Documents; (v) all ContractsEquipment; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xivii) all Instruments; (xii) all Insurance; (xiiiviii) all Intellectual Property; (xivix) all Inventory; (xvx) all Investment Property; (xvixi) all Letters of Credit and Letter of Credit Rights; (xviixii) all Money; (xviiixiii) all Pledged Equity Interests: (xiv) all Goods not otherwise described above; (xv) all Collateral Accounts; (xvi) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xvii) all commercial tort claims now or hereinafter described on Schedule 9; and (xixxviii) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Holdings hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all equity interests in Palco and all Proceeds thereof (the "Holdings Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations. Any reference to Collateral herein with respect to Holdings shall be understood to be a reference to the Holdings Collateral. (b) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, and together with the “Holdings Collateral”, the "Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured 's Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account Funds; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)4.11; (v) all Contracts; (vi) all DocumentsDeposit Accounts; (vii) all EquipmentDocuments; (viii) all FixturesEquipment; (ix) all Fixtures; (x) all General Intangibles; (xxi) all Goods; (xixii) all Instruments; (xiixiii) all Insurance; (xiiixiv) all Intellectual Property; (xivxv) all Inventory; (xvxvi) all Investment Property; (xvixvii) all Letters of Credit and Letter of Credit Rights; (xviixviii) all Money; (xviiixix) all Securities Accounts; (xx) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxxi) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this AgreementSection 3, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, an Excluded Asset. (bc) Notwithstanding anything herein to the contrary, (i) each Grantor and Holdings, as applicable, shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor and Holdings, as applicable, shall remain liable under and each of the agreements included in the Collateral, including any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts Contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative AgentCollateral Trustee, and hereby grants to the Administrative AgentCollateral Trustee, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured 's Collateral Trust Parity Lien Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account Funds; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a3(f); (v) all Contracts; (vi) all DocumentsDeposit Accounts; (vii) all EquipmentDocuments; (viii) all FixturesEquipment; (ix) all Fixtures; (x) all General Intangibles; (xxi) all Goods; (xixii) all Instruments; (xiixiii) all Insurance; (xiiixiv) all Intellectual Property; (xivxv) all Inventory; (xvxvi) all Investment Property; (xvi) all Letters of Credit and Letter of Credit Rights; (xvii) all Money; (xviii) all Securities Accounts; (xix) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxx) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this AgreementSection 2, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent Collateral Trustee or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsagreements relating to any Receivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent Collateral Trustee nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent Collateral Trustee nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent Collateral Trustee of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured the Obligations: (i) all Accounts; (ii) all Chattel PaperAs-Extracted Collateral; (iii) all Collateral Accounts and all Collateral Account FundsChattel Paper; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)3.10; (v) all Contracts; (vi) all DocumentsDeposit Accounts; (vii) all EquipmentDocuments; (viii) all FixturesEquipment; (ix) all Fixtures; (x) all General Intangibles; (xxi) all Goods; (xixii) all Instruments; (xiixiii) all Insurance; (xiiixiv) all Intellectual Property; (xivxv) all Inventory; (xvxvi) all Investment Property; (xvi) Property and all Letters of Credit and Letter of Credit RightsPledged Equity Interests; (xvii) all letters of credit and all Letter-of-credit-rights; (xviii) all Money; (xviiixix) all Securities Accounts; (xx) all Collateral Accounts and all Collateral Account Funds; (xxi) all Receivables and all Receivables records; (xxii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful required in the collection thereof or realization thereupon; and (xixxxiii) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the such Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this AgreementSection 2, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is, at such time, an Excluded Asset and no lien granted herein attach to, any Excluded Asset; provided, however, that the Collateral shall include (i) any Proceeds, substitutions or replacements of any Excluded Asset (unless such Proceeds, substitutions or replacements would independently constitute an Excluded Asset) and (ii) the outstanding capital stock, limited liability interests, partnership interests, trust interests or other equity interests in an Excluded Subsidiary which is an Excluded AssetSubsidiary solely because it is a Foreign Subsidiary; provided, that with respect to any such Excluded Subsidiary that is a CFC, no more than 65% of the voting stock and 100% of the non-voting stock of any such Excluded Subsidiary shall be required to be pledged (the “Excluded Equity Interests”), and provided further that, for the avoidance of doubt, the grant of a security interest herein shall not be deemed to be an outright assignment of Intellectual Property rights owned by the Grantors. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Collateral Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests. (c) Each Grantor acknowledges that certain of the Pledged Collateral of such Grantor may now or in the future consist of ULC Shares, and that it is the intention of the Collateral Agent and each Grantor that neither the Collateral Agent nor any other Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other Loan Document, where a Grantor is the registered owner of ULC Shares which are Pledged Collateral of such Grantor, such Grantor will remain the sole registered owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the Collateral Agent, any other Secured Party, or any other person on the books and records of the applicable ULC. Accordingly, each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of Security Certificates pledged by such Grantor, which shall be delivered to the Collateral Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such Grantor would if such ULC Shares were not pledged to the Collateral Agent pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other Loan Document shall, constitute the Collateral Agent, any other Secured Party, or any other person other than the applicable Grantor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Grantor and further steps are taken pursuant hereto or thereto so as to register the Collateral Agent, any other Secured Party, or such other person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the Collateral Agent or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral of any Grantor without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral of any Grantor which is not ULC Shares. Except upon the exercise of rights of the Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Grantor shall not cause or permit, or enable an Issuer whose securities are pledged hereunder that is a ULC to cause or permit, the Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such Issuer; (b) have any notation entered in their favor in the share register of such Issuer; (c) be held out as shareholders or members of such Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Issuer by reason of the Collateral Agent holding a Lien over the ULC Shares; or (e) act as a shareholder of such Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Issuer or to vote its ULC Shares.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers Notwithstanding anything herein to the Administrative Agentcontrary, the provisions of this Article 3 (including, without limitation, the grant of the security interests and Liens provided for herein), will be effective only upon the occurrence of the Debt Assumption (if any), it being understood that prior to the Debt Assumption, the Loans and the Guarantees thereof will be unsecured senior obligations of the applicable Grantor. (b) Effective as of the Debt Assumption (if any), each Grantor as of the Debt Assumption (after giving effect to the Debt Assumption and Section 8.15(d)), hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including including, without limitation, the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsContracts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Deposit Accounts; (v) all ContractsDocuments; (vi) all DocumentsEquipment; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xiviii) all Instruments; (xiiix) all Insurance; (xiiix) all Intellectual Property; (xivxi) all Inventory; (xvxii) all Investment Property; (xvixiii) all Letters of Credit and Letter of Credit Rights; (xviixiv) all Money; (xv) all Vehicles; (xvi) all Goods not otherwise described above; (xvii) any Collateral Account; (xviii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xix) commercial tort claims now or hereinafter described on Schedule 6; and (xixxx) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the Grantor and all Proceeds, products, Proceeds and products accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, that notwithstanding any other provision set forth anything to the contrary in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an include the Excluded AssetAssets. (bc) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, without limitation, any Contracts and Receivables, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Holdings hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all equity interests in Palco and all Proceeds thereof (the “Holdings Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations. Any reference to Collateral herein with respect to Holdings shall be understood to be a reference to the Holdings Collateral. (b) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, and together with the Holdings Collateral, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account Funds; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)4.11; (v) all Contracts; (vi) all DocumentsDeposit Accounts; (vii) all EquipmentDocuments; (viii) all FixturesEquipment; (ix) all Fixtures; (x) all General Intangibles; (xxi) all Goods; (xixii) all Instruments; (xiixiii) all Insurance; (xiiixiv) all Intellectual Property; (xivxv) all Inventory; (xvxvi) all Investment Property; (xvixvii) all Letters of Credit and Letter of Credit Rights; (xviixviii) all Money; (xviiixix) all Securities Accounts; (xx) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxxi) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this AgreementSection 3, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, an Excluded Asset. (bc) Notwithstanding anything herein to the contrary, (i) each Grantor and Holdings, as applicable, shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor and Holdings, as applicable, shall remain liable under and each of the agreements included in the Collateral, including any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts Contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor's right, including title and interest in and to all of its personal property, including, without limitation, the following property, in each case, wherever located and whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Collateral”"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured 's Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Documents; (v) all ContractsEquipment; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xivii) all Instruments; (xiiviii) all Insurance; (xiiiix) all Intellectual Property; (xivx) all Inventory; (xvxi) all Investment Property; (xvixii) all Letters of Credit and Letter of Credit Rights; (xviixiii) all Money; (xviiixiv) all Vehicles; (xv) all Goods not otherwise described above; (xvi) any Collateral Account; (xvii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxviii) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth . Notwithstanding anything to the contrary in this Agreement, none of the term “Excluded Assets shall constitute Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests Collateral and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account Funds; (iv) all Commercial Tort Claims in excess of $1,000,0005,000,000, in each case, from time to time specifically described on Schedule 3(a); (v) all Contracts; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures; (ix) all General Intangibles; (x) all Goods; (xi) all Instruments; (xii) all Insuranceinsurance; (xiii) all Intellectual Property; (xiv) all Inventory; (xv) all Investment Property; (xvi) all Letters of Credit and Letter of Credit Rights; (xvii) all Money; (xviii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Software, computer printouts, tapes, disks and other electronic storage media and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xix) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests. SECTION 4.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, subject to the last sentence of this Section 3(a), the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts, including all Receivables; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Documents; (v) all ContractsEquipment; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xivii) all Instruments; (xii) all Insurance; (xiiiviii) all Intellectual Property; (xivix) all Inventory; (xvx) all Investment Property; (xvixi) all Letters of Credit and Letter of Credit Rights; (xviixii) all Money; (xviiixiii) all Pledged Equity Interests: (xiv) all Goods not otherwise described above; (xv) all Collateral Accounts; (xvi) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xvii) all commercial tort claims now or hereinafter described on Schedule 9; and (xixxviii) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, products accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Collateral Agent, and hereby grants to the Administrative Collateral Agent, for the benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantorthe Loan Party’s Secured Obligations: (i) a. all Accounts, including all Receivables; (ii) b. all Chattel Paper; (iii) c. all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a); (v) all Contracts; (vi) d. all Documents; (vii) e. all Equipment; (viii) all Fixtures (ix) f. all General Intangibles; (x) all Goods (xi) g. all Instruments; (xii) h. all Insurance; (xiii) i. all Intellectual Property; (xiv) j. all Inventory; (xv) k. all Investment Property; (xvi) l. all Letters of Credit and Letter of Credit Rights; (xvii) m. all Money; (xviii) n. all Pledged Securities; o. all Vehicles; p. all Goods not otherwise described above; q. all Collateral Accounts; r. all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; s. all commercial tort claims now or hereinafter described on Schedule 4; and (xix) t. to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the such Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth . (b) Notwithstanding anything to the contrary in this Agreement, (i) none of the term “Excluded Assets shall constitute the Collateral” , (ii) in no event shall control agreements or perfection by control or similar arrangements be required (A) with respect to any Collateral that constitutes Pledged Equity Interests other than certificated Pledged Equity Interests and (B) with respect to the De Minimis Deposit Accounts and the component definitions thereof Necessary Funding Amount Accounts and (iii) in no event shall not include, and this Agreement shall not, at perfection of any time, constitute a grant of a security interest or Lien in any property that is an Excluded AssetCollateral in any jurisdiction other than in the United States be required. (bc) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral granted by it and nothing contained herein is intended or shall be a delegation of duties to the Administrative Collateral Agent or any other Secured Party, and (ii) each Grantor shall remain liable under and each of the agreements included in the CollateralCollateral granted by it, including any Accountsincluding, without limitation, any Contracts Receivables and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Collateral Agent nor or any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including including, without limitation, the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Documents; (v) all ContractsEquipment (whether or not constituting Fixtures); (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xivii) all Instruments; (xiiviii) all Insurance; (xiiiix) all Intellectual Property; (xivx) all Inventory; (xvxi) all Investment Property; (xvixii) all Letters of Credit and Letter of Credit Rights; (xviixiii) all Money; (xviiixiv) all Goods not otherwise described above; (xv) each Collateral Account; (xvi) all Supporting Obligations; (xvii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xviii) the Commercial Tort Claims set forth on Schedule 7; and (xix) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the Grantor (other than Excluded Assets) and all Proceeds, products, Proceeds and products accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding including, without limitation, to the maximum extent permitted by applicable Law, the Proceeds derived from or in connection with the Disposition of any other provision set forth FCC License or any Station or any Grantor holding any such License. Notwithstanding anything to the contrary in this Agreement, none of the term “Excluded Assets shall constitute Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, without limitation, any Contracts Receivables and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof thereof, and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Collateral Agent, and hereby grants to the Administrative Collateral Agent, for the benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (i) all Accounts, including all Receivables; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Equipment; (v) all ContractsInstruments; (vi) all DocumentsInsurance; (vii) all EquipmentInventory; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xi) all Instruments; (xii) all Insurance; (xiii) all Intellectual Property; (xiv) all Inventory; (xv) all Investment Property; (xvi) all Letters of Credit and Letter of Credit Rights; (xviiix) all Money; (xviiix) all Vehicles; (xi) all Goods not otherwise described above; (xii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xiii) all commercial tort claims now or hereinafter described on Schedule 9; and (xixxiv) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the such Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth . Notwithstanding anything to the contrary in this Agreement, none of the term “Excluded Assets shall constitute Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Collateral Agent or any other Secured Party, and (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, without limitation, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC InterestsReceivables, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Collateral Agent nor or any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC InterestsReceivables.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including including, without limitation, the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Documents; (v) all ContractsEquipment; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xivii) all Instruments; (xiiviii) all Insurance; (xiiiix) all Intellectual Property; (xivx) all Inventory; (xvxi) all Investment Property; (xvixii) all Letters of Credit and Letter of Credit Rights; (xviixiii) all MoneyGoods not otherwise described above; (xviiixiv) any Collateral Account; (xv) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xvi) the commercial tort claims set forth on Schedule 7; and (xixxvii) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the Grantor and all Proceeds, products, Proceeds and products accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth . Notwithstanding anything to the contrary in this Agreement, none of the term “Excluded Assets shall constitute Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, without limitation, any Contracts Receivables and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including including, without limitation, the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsContracts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Deposit Accounts; (v) all ContractsDocuments; (vi) all DocumentsEquipment; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xiviii) all Instruments; (xiiix) all Insurance; (xiiix) all Intellectual Property; (xivxi) all Inventory; (xvxii) all Investment Property; (xvixiii) all Letters of Credit and Letter of Credit Rights; (xviixiv) all Money; (xv) all Vehicles; (xvi) all Goods not otherwise described above; (xvii) any Collateral Account; (xviii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xix) Commercial Tort Claims now or hereafter described on Schedule 6; and (xixxx) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the Grantor and all Proceeds, products, Proceeds and products accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, that notwithstanding any other provision set forth anything to the contrary in this Agreement, the term “Collateral” and the component definitions thereof shall not includeinclude the Excluded Assets. Further, (A) no Grantor shall be required to take any action with respect to the perfection of security interests in (a) any asset specifically requiring perfection through a control agreement or other control arrangements other than in respect of Pledged Equity Interests and this Agreement shall notInvestment Property to the extent required by Section 5.2 below, at any time(b) aircraft and Vehicles and other assets subject to certificates of title, constitute a grant except, in each of the foregoing cases, to the extent a security interest in therein can be perfected by filing a UCC financing statement (and, for the avoidance of doubt, no Grantor shall be obligated to note any property Lien on a certificate of title or similar document), (c) Letter of Credit Rights to the extent that is an a security interest therein cannot be perfected as supporting obligations on the primary collateral by filing a UCC financing statement, and (d) the Excluded AssetAssets, (B) no Grantor shall be required to seek or obtain any landlord lien waiver, estoppel, warehousemen waiver or other collateral access or similar letter agreement, and (C) no Grantor shall be required to take actions to perfect the security interests of the Administrative Agent with respect to any Collateral for which security interests are perfected by a method other than the filing of a financing statement unless this Agreement expressly requires such Grantor to take such perfection action (the “Permitted Exceptions”). (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, without limitation, any Contracts and Receivables, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor’s right, including title and interest in and to the following property, in each case, wherever located and whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all As-Extracted Collateral (iii) all Chattel Paper; (iiiiv) all Collateral Accounts and all Collateral Account Funds; (ivv) all Commercial Tort Claims in excess of $1,000,000Claims, in each case, including those from time to time specifically described on Schedule 3(a)4.11; (vvi) all Contracts; (vivii) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (xix) all Goods; (xix) all Instruments; (xiixi) all Insurance; (xiiixii) all Intellectual Property; (xivxiii) all Inventory; (xvxiv) all Investment Property; (xvixv) all UCC Letters of Credit and UCC Letter of Credit Rights; (xvii) all Money; (xviiixvi) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxvii) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, goodwill, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this AgreementSection 3, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, an Excluded Asset, and the term “Collateral” and each of the defined terms incorporated therein shall exclude the Excluded Assets. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Collateral Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor’s right, including title and interest in and to all of its personal property, including, without limitation, the following property, in each case, wherever located and whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Documents; (v) all ContractsEquipment; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xivii) all Instruments; (xiiviii) all Insurance; (xiiiix) all Intellectual Property; (xivx) all Inventory; (xvxi) all Investment Property; (xvixii) all Letters of Credit and Letter of Credit Rights; (xviixiii) all Money; (xviiixiv) all Vehicles; (xv) all Goods not otherwise described above; (xvi) any Collateral Account; (xvii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxviii) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth . Notwithstanding anything to the contrary in this Agreement, (i) none of the term “Collateral” Excluded Assets shall constitute Collateral and the component definitions thereof (ii) there shall not include, and this Agreement shall not, at be no requirement on any time, constitute Grantor to grant or maintain a grant of a perfected security interest in in, or Lien on, any property that is an Excluded AssetAgreed Unperfected Collateral. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests Collateral and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Collateral”"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured 's Obligations: (i) all Accounts, including, without limitation, any Collateral Account, all cash deposited therein from time to time and the Cash Collateral Investments made pursuant to Section 6.1(d); (ii) all Chattel PaperInventory; (iii) all Collateral Accounts and all Collateral Account FundsDocuments; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Instruments; (v) all ContractsGeneral Intangibles relating to any Collateral including, without limitation, all rights against the owners or operators of any pipeline or storage facility with respect to any Inventory or other Collateral; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xi) all Instruments; (xii) all Insurance; (xiii) all Intellectual Property; (xiv) all Inventory; (xv) all Investment Property; (xvi) all Letters of Credit and Letter of Credit Rights; (xvii) all Money; (xviii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixvii) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor Proceeds and all Proceeds, products, accessions, rents and profits products of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees Guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, use commercially reasonable efforts to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Collateral Agent, and hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsContracts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Deposit Accounts; (v) all ContractsDocuments; (vi) all DocumentsEquipment; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xiviii) all Instruments; (xiiix) all Insurance; (xiiix) all Intellectual Property; (xivxi) all Inventory; (xvxii) all Investment Property; (xvixiii) all Letters of Credit and Letter of Credit Rights; (xviixiv) all Money; (xv) all Vehicles; (xvi) all Goods not otherwise described above; (xvii) any Collateral Account; (xviii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xix) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth . Notwithstanding anything to the contrary in this Agreement, none of the term “Excluded Assets shall constitute Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accounts, any Contracts Receivables and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Collateral Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including including, without limitation, the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Documents; (v) all ContractsEquipment; (vi) all DocumentsFixtures; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xiviii) all Instruments; (xiiix) all Insurance; (xiiix) all Intellectual Property; (xivxi) all Inventory; (xvxii) all Investment Property; (xvixiii) all Letters of Credit and Letter of Credit Rights; (xviixiv) all MoneyGoods not otherwise described above; (xviiixv) any Collateral Account; (xvi) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xvii) the Commercial Tort Claims set forth on Schedule 7; and (xixxviii) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the Grantor and all Proceeds, productsSupporting Obligations, and products accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations security and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth . Notwithstanding anything to the contrary in this Agreement, none of the term “Excluded Assets shall constitute Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, without limitation, any Contracts Receivables and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all AccountsReceivables; (ii) all Chattel Papercash, Money, Deposit Accounts (except for Deposit Accounts containing exclusively Tax and Trust Funds and the Net Proceeds Pledged Account), Securities Accounts and Commodity Accounts; (iii) all Collateral Accounts and all Collateral Account FundsInventory; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Insurance; (v) all ContractsGeneral Intangibles, Chattel Paper, Instruments and Documents evidencing any of the foregoing Collateral or related to the foregoing Collateral (but excluding, for the avoidance of doubt, Intellectual Property (other than to the extent affixed to or necessary to sell the foregoing Collateral) and Equity Interests held by any Grantor (other than Equity Interests held in any Securities Account); (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xi) all Instruments; (xii) all Insurance; (xiii) all Intellectual Property; (xiv) all Inventory; (xv) all Investment Property; (xvi) all Letters of Credit and Letter of Credit Rights; (xvii) all Money; (xviii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the foregoing Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixvii) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accounts, any Contracts Receivables and any agreements relating to Pledged Partnership Interests or Pledged LLC InterestsContracts, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts, Receivables or any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts Receivables and any agreements relating to Pledged Partnership Interests or Pledged LLC InterestsContracts.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property following assets and properties of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel PaperAs-Extracted Collateral; (iii) all Collateral Accounts and all Collateral Account FundsChattel Paper; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)4.11; (v) all Contracts; (vi) all DocumentsDeposit Accounts; (vii) all EquipmentDocuments; (viii) all Equipment; (ix) all Fixtures (ixx) all General Intangibles; (xxi) all Goods (xixii) all Instruments; (xiixiii) all Insurance; (xiiixiv) all Intellectual Property; (xivxv) all Inventory; (xvxvi) all Investment Property; (xvixvii) all Letters of Credit and all Letter of Credit Rights; (xviixviii) all Money; (xviiixix) all Securities Accounts; (xx) all Collateral Accounts and all Collateral Account Funds; (xxi) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxxii) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the such Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreementherein, the term “Collateral” and the component definitions thereof shall not include, and this Agreement (including without limitation, this Section 3) shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, an Excluded Asset, and the term “Collateral” shall not include any Excluded Asset; provided, further, that if and when an asset shall cease to be an Excluded Asset, such asset shall be deemed at all times from and after the date hereof to constitute Collateral. (b) Notwithstanding anything herein to the contrary, (i) each US Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Collateral Agent or any other Secured Party, (ii) each US Grantor shall remain liable under and each of the agreements included in the Collateral, including any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and applicable law, and neither the Administrative Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto hereto; nor shall the Administrative Collateral Agent nor or any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Collateral Agent of any of its rights hereunder shall not release any US Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, except to the extent such rights are exercised with respect to such contracts and agreements included in Collateral.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Collateral Agent, and hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all As-Extracted Collateral; (iii) all Chattel Paper; (iiiiv) all Collateral Accounts and all Collateral Account Funds; (ivv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time as specifically described on Schedule 3(a)4.11; (vvi) all Contracts; (vivii) all Deposit Accounts; (viii) all Documents; (viiix) all Equipment; (viiix) all Fixtures (ixxi) all General Intangibles; (xxii) all Goods (xixiii) all Instruments; (xiixiv) all Insurance; (xiiixv) all Intellectual Property; (xivxvi) all Inventory; (xvxvii) all Investment Property; (xvixviii) all Letters of Credit and Letter of Credit Rights; (xviixix) all Money; (xviiixx) all Securities Accounts; (xxi) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxxii) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this AgreementSection 3, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Collateral Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including including, without limitation, the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Collateral”"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured 's Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Documents; (v) all ContractsEquipment; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xivii) all Instruments; (xiiviii) all Insurance; (xiiiix) all Intellectual Property; (xivx) all Inventory; (xvxi) all Investment Property; (xvixii) all Letters of Credit and Letter of Credit Rights; (xviixiii) all MoneyGoods not otherwise described above; (xviiixiv) any Collateral Account; (xv) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xvi) the commercial tort claims set forth on Schedule 7; and (xixxvii) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the Grantor and all Proceeds, products, Proceeds and products accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth . Notwithstanding anything to the contrary in this Agreement, none of the term “Excluded Assets shall constitute Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, without limitation, any Contracts Receivables and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel PaperAs-Extracted Collateral; (iii) all Collateral Accounts and all Collateral Account FundsChattel Paper; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)3.10; (v) all Contracts; (vi) all DocumentsDeposit Accounts; (vii) all EquipmentDocuments; (viii) all Equipment; (ix) all Fixtures (ixx) all General Intangibles; (xxi) all Goods (xixii) all Instruments; (xiixiii) all Insurance; (xiiixiv) all Intellectual Property; (xivxv) all Inventory; (xvxvi) all Investment Property; (xvixvii) all Letters of Credit and all Letter of Credit Rights; (xviixviii) all Money; (xviiixix) all Securities Accounts; (xx) all Collateral Accounts and all Collateral Account Funds; (xxi) all Receivables and all Receivables records; (xxii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful required in the collection thereof or realization thereupon; and (xixxxiii) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the such Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this AgreementSection 2, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, (i) an Excluded AssetAsset and (ii) (x) the outstanding capital stock, limited liability interests, partnership interests or other equity interests of (1) a First-Tier Foreign Subsidiary or Excluded Domestic Subsidiary in excess of 65% of the voting power of all classes of capital stock, limited liability interests, partnership interests or other equity interests of such First-Tier Foreign Subsidiary or Excluded Domestic Subsidiary entitled to vote or (2) any person that is not a Restricted Subsidiary or (3) any Excluded Subsidiary, or (y) any outstanding capital stock, limited liability interests, partnership interests or other equity interests of a Foreign Subsidiary that is not a First-Tier Foreign Subsidiary (any equity interests described in clause (ii) above, the “Excluded Equity Interests”) and provided further that, for the avoidance of doubt, the grant of a security interest herein shall not be deemed to be an outright assignment of Intellectual Property rights owned by the Grantors. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Collateral Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account Funds; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a); (v) all Contracts; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xi) all Instruments; (xii) all Insurance; (xiii) all Intellectual Property; (xiv) all Inventory; (xv) all Investment Property; (xvi) all Letters of Credit and Letter of Credit Rights; (xvii) all Money; (xviii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xix) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Notes Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including including, without limitation, the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Notes Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsContracts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Deposit Accounts; (v) all ContractsDocuments; (vi) all DocumentsEquipment; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xiviii) all Instruments; (xiiix) all Insurance; (xiiix) all Intellectual Property; (xivxi) all Inventory; (xvxii) all Investment Property; (xvixiii) all Letters of Credit and Letter of Credit Rights; (xviixiv) all Money; (xv) all Vehicles; (xvi) all Goods not otherwise described above; (xvii) any Collateral Account; (xviii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xix) Commercial Tort Claims now or hereafter described on Schedule 6; and (xixxx) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the Grantor and all Proceeds, products, Proceeds and products accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, that notwithstanding any other provision set forth anything to the contrary in this Agreement, the term “Collateral” and the component definitions thereof shall not includeinclude the Excluded Assets. Further, (A) no Grantor shall be required to take any action with respect to the perfection of security interests in (a) any asset specifically requiring perfection through a control agreement or other control arrangements other than in respect of Pledged Equity Interests and this Agreement shall notInvestment Property to the extent required by Section 4.2 below, at any time(b) aircraft and Vehicles and other assets subject to certificates of title, constitute a grant except, in each of the foregoing cases, to the extent a security interest in therein can be perfected by filing a UCC financing statement (and, for the avoidance of doubt, no Grantor shall be obligated to note any property Lien on a certificate of title or similar document), (c) Letter of Credit Rights to the extent that is an a security interest therein cannot be perfected as supporting obligations on the primary collateral by filing a UCC financing statement, and (d) the Excluded AssetAssets, (B) no Grantor shall be required to seek or obtain any landlord lien waiver, estoppel, warehousemen waiver or other collateral access or similar letter agreement, and (C) no Grantor shall be required to take actions to perfect the security interests of the Notes Collateral Agent with respect to any Collateral for which security interests are perfected by a method other than the filing of a financing statement unless this Agreement expressly requires such Grantor to take such perfection action (the “Permitted Exceptions”). (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Notes Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, without limitation, any Contracts and Receivables, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Notes Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Notes Collateral Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Notes Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby (i) assigns and transfers to the Administrative AgentCollateral Trustee, and hereby grants to the Administrative AgentCollateral Trustee, for the ratable benefit of the Priority Lien Secured Parties, a lien on and, except as set forth in Section 4.2 or 4.3, a first priority security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Collateral”"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Priority Lien Obligations and (ii) assigns and transfers to the Collateral Trustee, and hereby grants to the Collateral Trustee, for the ratable benefit of the Parity Lien Secured Parties, a lien on and, except as set forth in Section 4.2 or 4.3, a second priority security interest in all of the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Parity Lien Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account Funds; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)4.13; (v) all Contracts; (vi) all DocumentsDeposit Accounts; (vii) all EquipmentDocuments; (viii) all FixturesEquipment; (ix) all Fixtures; (x) all General Intangibles; (xxi) all Goods; (xixii) all Instruments; (xiixiii) all Insurance; (xiiixiv) all Intellectual Property; (xivxv) all Inventory; (xvxvi) all Investment Property; (xvixvii) all Letters of Credit and Letter of Credit Rights; (xviixviii) all Money; (xviiixix) all Securities Accounts; (xx) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxxi) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, Proceeds and products accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided thatprovided, however, that notwithstanding any of the other provision provisions set forth in this AgreementSection 3, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, an Excluded Asset. . The Grantor and the Collateral Trustee hereby acknowledge and agree that the security interest created hereby in the Collateral is not, in and of itself, to be construed as a grant of a fee interest in (bas opposed to a security interest in) Notwithstanding anything herein to any Copyright, Trademark, Patent, Copyright License, Patent License, Trademark License, Trade Secret or Trade Secret License. This Agreement, and the contrarysecurity interests and Liens granted and created herein, secures the payment and performance of all Secured Obligations now or hereafter in effect, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest (i) each Grantor shall remain liable for all obligations under and including any interest accruing at the then applicable rate provided in respect any applicable Secured Debt Document after the maturity of the Collateral Indebtedness thereunder and nothing contained herein is intended or shall be a delegation of duties to reimbursement obligations therein and interest accruing at the Administrative Agent or then applicable rate provided in any other applicable Secured Party, (ii) each Grantor shall remain liable under and each of Debt Document after the agreements included in the Collateral, including any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency filing of any payment received by it petition in bankruptcy, or have the commencement of any obligation to take any action to collect insolvency, reorganization or enforce any rights under any agreement included in the Collateral, including any agreements like proceeding relating to any AccountsGrantor, any Contracts whether or any agreements relating to Pledged Partnership Interests not a claim for post-filing or Pledged LLC Interests post-petition interest is allowed in such proceeding), fees, premiums, penalties, indemnifications, expenses or otherwise, and (iii) including all amounts that constitute part of the exercise Secured Obligations and would be owed by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties but for the fact that they are unenforceable or obligations under the contracts and agreements included in the Collateral, including any agreements relating not allowed due to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests a pending Bankruptcy Case or Pledged LLC Interests.Insolvency

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Collateral Agent, and hereby grants to the Administrative Collateral Agent, for the benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (i) all AccountsDocuments; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account Funds; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a); (v) all Contracts; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xi) all Instruments; (xii) all Insurance; (xiiiiii) all Intellectual Property; (xiv) all Inventory; (xviv) all Investment Property; (xvi) all Letters of Credit and Letter of Credit Rights; (xvii) all Money; (xviiiv) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixvi) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the such Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth . Notwithstanding anything to the contrary in this Agreement, none of the term “Excluded Assets shall constitute Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Collateral Agent or any other Secured Party, and (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, any Contracts and without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Collateral Agent nor or any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account Funds; (iv) all Commercial Tort Claims in excess of $1,000,0002,000,000, in each case, from time to time specifically described on Schedule 3(a); (v) all Contracts; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures; (ix) all General Intangibles; (x) all Goods; (xi) all Instruments; (xii) all Insuranceinsurance; (xiii) all Intellectual Property; (xiv) all Inventory; (xv) all Investment Property; (xvi) all Letters of Credit and Letter of Credit Rights; (xvii) all Money; (xviii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Software, computer printouts, tapes, disks and other electronic storage media and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xix) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns collaterally assigns, pledges and transfers to the Administrative Agent, and hereby grants to the Administrative First Lien Collateral Agent, for the benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (i) all Accounts, including all Receivables; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Documents; (v) all ContractsEquipment; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xivii) all Instruments; (xiiviii) all Insurance; (xiiiix) all Intellectual Property; (xivx) all Inventory; (xvxi) all Investment Property; (xvixii) all Letters of Credit and Letter of Credit Rights; (xviixiii) all Money; (xviiixiv) all Pledged Equity Interests; (xv) all Goods not otherwise described above; (xvi) all Collateral Accounts; (xvii) all books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints, technical specifications, manuals, Softwarecomputer software and related documentation, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xviii) all commercial tort claims now or hereinafter described on Schedule 10; and (xix) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the such Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth . Notwithstanding anything to the contrary in this Agreement, (i) none of the term “Collateral” Excluded Assets shall constitute Collateral and the component definitions thereof shall not include, and this Agreement shall not, at (ii) any time, constitute a grant of a lien or security interest created herein in favor of the First Lien Collateral Agent, for the benefit of the Secured Parties, in (x) any property that is an Excluded AssetSecuritization Assets shall be automatically released immediately upon and concurrently with the sale thereof pursuant to a Qualified Securitization Financing, to the extent, with respect to the PNC Securitization Financing, transferred prior to the Purchase and Sale Termination Date but giving effect to any extension thereof (as defined in the PNC Purchase and Sale Agreement as in effect on the date hereof) (y) any Credit Support Assets shall be automatically released immediately upon and concurrently with the sale thereof pursuant to a Permitted Credit Support Arrangement. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative First Lien Collateral Agent or any other Secured Party, and (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, without limitation, any Contracts Receivables and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative First Lien Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative First Lien Collateral Agent nor or any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including including, without limitation, the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, with the property described in clause (c) of this Section 3, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsContracts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Deposit Accounts; (v) all ContractsDocuments; (vi) all DocumentsEquipment; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xiviii) all Instruments; (xiiix) all Insurance; (xiiix) all Intellectual Property; (xivxi) all Inventory; (xvxii) all Investment Property; (xvixiii) all Letters of Credit and Letter of Credit Rights; (xviixiv) all Money; (xv) all Vehicles; (xvi) all Goods not otherwise described above; (xvii) any Collateral Account; (xviii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xix) the following commercial tort claims set forth on Schedule 8; and (xixxx) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth . Notwithstanding anything to the contrary in this Agreement, none of the term “Excluded Assets or the Excluded Collateral shall constitute Collateral” . (b) The US Borrower hereby assigns and transfers to the component definitions thereof shall not includeUK Security Agent, and this Agreement shall nothereby grants to the UK Security Agent, at any timefor the ratable benefit of the UK Secured Parties, constitute a grant of a security interest in all Canadian Investment Property wherever located and now owned or at any property time hereafter acquired by the US Borrower or in which the US Borrower now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the UK Obligations, together with all books, records, ledger cards, files, correspondence, and similar items that is an Excluded Assetat any time evidence or contain information relating to any of the Canadian Investment Property or are otherwise necessary or helpful in the collection thereof or realization thereupon, and to the extent not otherwise included, all Proceeds, products, accessions, and profits of any and all of the Canadian Investment Property. (bc) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and the US Borrower shall remain liable for all obligations under the Canadian Investment Property and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent, the UK Security Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, without limitation, any Contracts and Receivables, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither none of the Administrative Agent, the UK Security Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent, the UK Security Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the CollateralCollateral or the Canadian Investment Property, including including, without limitation, any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent or the UK Security Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts Collateral and any agreements relating to Pledged Partnership Interests or Pledged LLC Intereststhe Canadian Investment Property.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Collateral”"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured 's Obligations: (i) all Accounts; (ii) all Chattel PaperAs-Extracted Collateral; (iii) all Collateral Accounts and all Collateral Account FundsChattel Paper; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)4.11; (v) all Contracts; (vi) all DocumentsDeposit Accounts; (vii) all EquipmentDocuments; (viii) all Equipment; (ix) all Fixtures (ixx) all General Intangibles; (xxi) all Goods (xixii) all Instruments; (xiixiii) all Insurance; (xiiixiv) all Intellectual Property; (xivxv) all Inventory; (xvxvi) all Investment Property; (xvixvii) all Letters of Credit and all Letter of Credit Rights; (xviixviii) all Money; (xviiixix) all Securities Accounts; (xx) all Collateral Accounts and all Collateral Account Funds; (xxi) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxxii) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the such Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreementherein, the term “Collateral” and the component definitions thereof shall not include, and this Agreement (including without limitation, this Section 3) shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each US Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Collateral Agent or any other Secured Party, (ii) each US Grantor shall remain liable under and each of the agreements included in the Collateral, including any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and applicable law and neither the Administrative Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Collateral Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Collateral Agent of any of its rights hereunder shall not release any US Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, except to the extent such rights are exercised with respect to such contracts and agreements included in Collateral.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account Funds; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a); (v) all Contracts; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xi) all Instruments; (xii) all Insurance; (xiii) all Intellectual Property; (xiv) all Inventory; (xv) all Investment Property; (xvi) all Letters of Credit and Letter of Credit Rights; (xvii) all Money; (xviii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xix) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel PaperAs-Extracted Collateral; (iii) all Collateral Accounts and all Collateral Account FundsChattel Paper; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)3.10; (v) all Contracts; (vi) all DocumentsDeposit Accounts; (vii) all EquipmentDocuments; (viii) all FixturesEquipment; (ix) all Fixtures; (x) all General Intangibles; (xxi) all Goods; (xixii) all Instruments; (xiixiii) all Insurance; (xiiixiv) all Intellectual Property; (xivxv) all Inventory; (xvxvi) all Investment Property; (xvixvii) all Letters letters of Credit credit and Letter of Credit Rightsall Letter-of-credit-rights; (xviixviii) all Money; (xviiixix) all Securities Accounts; (xx) all Collateral Accounts and all Collateral Account Funds; (xxi) all Receivables and all Receivables records; (xxii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful required in the collection thereof or realization thereupon; and (xixxxiii) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the such Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this AgreementSection 2, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, (i) an Excluded AssetAsset and (ii) the outstanding capital stock, limited liability interests, partnership interests, trust interests or other equity interests of (1) a First Tier Foreign Subsidiary or Excluded Subsidiary in excess of 65% of the voting power of all classes of capital stock, limited liability interests, partnership interests or other equity interests of such First Tier Foreign Subsidiary or Excluded Subsidiary entitled to vote, (2) any person that is not a Restricted Subsidiary, (3) any Unrestricted Subsidiary, (4) any Non-Wholly Owned Subsidiary, (5) any Subsidiary listed on Schedule 1.01(e) to the Credit Agreement, (6) any Immaterial Subsidiary, (7) A.P.I., Inc., a Minnesota corporation or (8) any Foreign Subsidiary that is not a First Tier Foreign Subsidiary (any equity interests described in clause (ii) above, the “Excluded Equity Interests”) and provided further that, for the avoidance of doubt, the grant of a security interest herein shall not be deemed to be an outright assignment of Intellectual Property rights owned by the Grantors. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Collateral Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests. (c) Each Grantor acknowledges that certain of the Pledged Collateral of such Grantor may now or in the future consist of ULC Shares, and that it is the intention of the Collateral Agent and each Grantor that neither the Collateral Agent nor any other Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other Loan Document, where a Grantor is the registered owner of ULC Shares which are Pledged Collateral of such Grantor, such Grantor will remain the sole registered owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the Collateral Agent, any other Secured Party, or any other person on the books and records of the applicable ULC. Accordingly, each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of Security Certificates pledged by such Grantor, which shall be delivered to the Collateral Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such Grantor would if such ULC Shares were not pledged to the Collateral Agent pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other Loan Document shall, constitute the Collateral Agent, any other Secured Party, or any other person other than the applicable Grantor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Grantor and further steps are taken pursuant hereto or thereto so as to register the Collateral Agent, any other Secured Party, or such other person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the Collateral Agent or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral of any Grantor without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral of any Grantor which is not ULC Shares. Except upon the exercise of rights of the Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Grantor shall not cause or permit, or enable an Issuer whose securities are pledged hereunder that is a ULC to cause or permit, the Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such Issuer; (b) have any notation entered in their favor in the share register of such Issuer; (c) be held out as shareholders or members of such Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Issuer by reason of the Collateral Agent holding a Lien over the ULC Shares; or (e) act as a shareholder of such Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Issuer or to vote its ULC Shares.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel PaperAs-Extracted Collateral; (iii) all Collateral Accounts and all Collateral Account FundsChattel Paper; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)3.10; (v) all Contracts; (vi) all DocumentsDeposit Accounts; (vii) all EquipmentDocuments; (viii) all Equipment; (ix) all Fixtures (ixx) all General Intangibles; (xxi) all Goods (xixii) all Instruments; (xiixiii) all Insurance; (xiiixiv) all Intellectual Property; (xivxv) all Inventory; (xvxvi) all Investment Property; (xvixvii) all Letters of Credit and all Letter of Credit Rights; (xviixviii) all Money; (xviiixix) all Securities Accounts; (xx) all Collateral Accounts and all Collateral Account Funds; (xxi) all Receivables and all Receivables records; (xxii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxxiii) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the such Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this AgreementSection 2, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, (i) an Excluded Asset, (ii) the outstanding capital stock, limited liability interests, partnership interests or other equity interests of a First-Tier Foreign Subsidiary or Excluded Domestic Subsidiary in excess of 65% of the voting power of all classes of capital stock, limited liability interests, partnership interests or other equity interests of such First-Tier Foreign Subsidiary or Excluded Domestic Subsidiary entitled to vote, or (iii) any outstanding capital stock, limited liability interests, partnership interests or other equity interests of a Foreign Subsidiary that is not a First-Tier Foreign Subsidiary (any equity interests described in clauses (i), (ii) and (iii), collectively, the “Excluded Equity Interests”). (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Collateral Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including including, without limitation, the following property, in each case, wherever located and now owned or at any time hereafter acquired acquired, created or developed by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Documents; (v) all ContractsEquipment; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xivii) all Instruments; (xiiviii) all Insurance; (xiiiix) all Intellectual Property; (xivx) all Inventory; (xvxi) all Investment Property; (xvixii) all Letters of Credit and Letter of Credit Rights; (xviixiii) all Money; (xviiixiv) all Vehicles; (xv) all Goods not otherwise described above; (xvi) any Collateral Account; (xvii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xviii) Commercial Tort Claims now or hereafter described in Schedule 8; and (xix) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth . Notwithstanding anything to the contrary in this Agreement, none of the term “Excluded Assets shall constitute Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, without limitation, any Contracts and Receivables, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including including, without limitation, the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsContracts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Deposit Accounts; (v) all ContractsDocuments; (vi) all DocumentsEquipment; (vii) all EquipmentGeneral Intangibles, including all Intellectual Property and (A) the right to xxx or otherwise recover for any and all past, present and future infringements and other violations of such Intellectual Property, (B) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all Copyright Licenses, Patent Licenses, Trademark Licenses and Trade Secret Licenses, as the case may be, entered into in connection with such Intellectual Property, payments arising out of any other sale, lease, license or other disposition of such Intellectual Property and damages and payments for past, present or future infringements and other violations of such Intellectual Property), and (C) all other rights of any kind whatsoever accruing thereunder or pertaining to such Intellectual Property; (viii) all FixturesInstruments; (ix) all General Intangibles;Insurance (x) all Goods (xi) all Instruments; (xii) all Insurance; (xiii) all Intellectual Property; (xiv) all Inventory; (xvxi) all Investment Property; (xvixii) all Letters of Credit and Letter of Credit Rights; (xviixiii) all Money; (xviiixiv) all Vehicles; (xv) all Goods not otherwise described above; (xvi) any Collateral Account; (xvii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xviii) Commercial Tort Claims now or hereinafter described on Schedule 6; and (xix) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the Grantor and all Proceeds, products, Proceeds and products accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, that notwithstanding any other provision set forth anything to the contrary in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an include the Excluded AssetAssets or Specified Assets. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, without limitation, any Contracts and Receivables, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (i) all Accounts, including all Receivables; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsDeposit Accounts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Documents; (v) all ContractsEquipment; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xivii) all Instruments; (xiiviii) all Insurance; (xiiiix) all Intellectual Property; (xivx) all Inventory; (xvxi) all Investment Property; (xvixii) all Letters of Credit and Letter of Credit Rights; (xviixiii) all Money; (xviiixiv) all Pledged Equity Interests; (xv) all Goods not otherwise described above; (xvi) all Collateral Accounts; (xvii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xviii) all commercial tort claims now or hereinafter described on Schedule 10; and (xix) to the extent not otherwise included, all other personal property, whether tangible or intangible, property of the such Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth . Notwithstanding anything to the contrary in this Agreement, none of the term “Excluded Assets shall constitute Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, and (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accountsincluding, without limitation, any Contracts Receivables and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto thereto nor shall the Administrative Agent nor or any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including including, without limitation, any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in in, all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, subject to the last sentence of this Section 3, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured the Obligations: (i) all Accounts, including all Receivables; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account FundsContracts; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)Deposit Accounts; (v) all ContractsDocuments; (vi) all DocumentsEquipment; (vii) all Equipment; (viii) all Fixtures (ix) all General Intangibles; (x) all Goods (xiviii) all Instruments; (xii) all Insurance; (xiiiix) all Intellectual Property; (xivx) all Inventory; (xvxi) all Investment Property; (xvixii) all Letters of Credit and Letter of Letter-of-Credit Rights; (xviixiii) all Money; (xviiixiv) all Pledged Equity Interests: (xv) all Goods not otherwise described above; (xvi) all Collateral Accounts; (xvii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (xviii) all Commercial Tort Claims, including, without limitation, the Commercial Tort Claims now or hereinafter described on Schedule 9; and (xix) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, products accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person Person with respect to any of the foregoing; provided that. Notwithstanding the foregoing provisions of this Section 3, notwithstanding any other provision set forth in this Agreementthe foregoing grant of a security interest shall not extend to, and the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an include Excluded AssetAssets. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Accounts, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Accounts, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Each The Grantor hereby assigns and transfers to the Administrative Collateral Agent, and hereby grants to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such the Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such the Grantor or in which such the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured the Obligations: (i) all Accounts; (ii) all As-Extracted Collateral (iii) all Chattel Paper; (iiiiv) all Collateral Accounts and all Collateral Account Funds; (ivv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a); (v) all ContractsClaims; (vi) all DocumentsDeposit Accounts; (vii) all EquipmentDocuments; (viii) all Equipment; (ix) all Fixtures (ixx) all General Intangibles; (xxi) all Goods (xixii) all Instruments; (xiixiii) all Insurance; (xiiixiv) all Intellectual Property; (xivxv) all Inventory; (xvxvi) all Investment Property; (xvixvii) all Letters of Credit and Letter of Credit Rights; (xviixviii) all Money; (xviiixix) all Securities Accounts; (xx) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxxi) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this Agreement, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is an Excluded Asset. (b) Notwithstanding anything herein to the contrary, (i) each the Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Collateral Agent or any other Secured Party, (ii) each the Grantor shall remain liable under and each of the agreements included in the Collateral, including any AccountsReceivables, any Contracts contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Collateral Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Collateral Agent of any of its rights hereunder shall not release any the Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL. (a) Holdings hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all equity interests in Palco and all Proceeds thereof (the “Holdings Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations. Any reference to Collateral herein with respect to Holdings shall be understood to be a reference to the Holdings Collateral. . (b) Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the personal property of such Grantor, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, and together with the Holdings Collateral, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Secured Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Collateral Accounts and all Collateral Account Funds; (iv) all Commercial Tort Claims in excess of $1,000,000, in each case, from time to time specifically described on Schedule 3(a)4.11; (v) all Contracts; (vi) all DocumentsDeposit Accounts; (vii) all EquipmentDocuments; (viii) all FixturesEquipment; (ix) all Fixtures; (x) all General Intangibles; (xxi) all Goods; (xixii) all Instruments; (xiixiii) all Insurance; (xiiixiv) all Intellectual Property; (xivxv) all Inventory; (xvxvi) all Investment Property; (xvixvii) all Letters of Credit and Letter of Credit Rights; (xviixviii) all Money; (xviiixix) all Securities Accounts; (xx) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, Softwarecomputer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (xixxxi) to the extent not otherwise included, all other personal property, whether tangible or intangible, of the Grantor and all Proceeds, products, accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any person with respect to any of the foregoing; provided that, notwithstanding any other provision set forth in this AgreementSection 3, the term “Collateral” and the component definitions thereof shall not include, and this Agreement shall not, at any time, constitute a grant of a security interest in any property that is is, at such time, an Excluded Asset. (bc) Notwithstanding anything herein to the contrary, (i) each Grantor and Holdings, as applicable, shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor and Holdings, as applicable, shall remain liable under and each of the agreements included in the Collateral, including any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts Contracts and agreements included in the Collateral, including any agreements relating to any AccountsReceivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.