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

Grant of Security Interest in Collateral. Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”), hereby mortgages, pledges and hypothecates to the Agent for the benefit of the Secured Parties, and grants to the Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contrary, the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreement.

Grant of Security Interest in Collateral. Each Grantor that is not a New Entity hereby confirms its mortgage, pledge, hypothecation and grant of a security interest in all of its right title and interest in the Collateral to the Collateral Agent for the benefit of the Secured Parties pursuant to the Original Security Agreement. Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”)Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Se- cured Parties a Lien lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such GrantorCollateral; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property of a Grantor that at any time constituted Excluded Property becomes Collateral, the Collateral Agent shall cease have, and at all times from and after the date of the Original Security Agreement, be deemed to be Excluded Propertyhave had, a Lien lien on and security interest in such property shall be deemed granted thereinproperty. Notwithstanding anything herein to This Agreement amends and restates the contrary, Original Security Agreement. The obligations of the Grantors under the Original Security Agreement and the grant of security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant Grantors under the Original Security Agreement shall continue under this Agreement and shall not in any event be terminated, extinguished or annulled, but shall hereafter be governed by this Agreement. It is understood and agreed that the Original Security Agreement is being amended and restated by entry into this Agreement by the consent of the Requisite Lenders under the Original Credit Agreement in accordance with Section 7.1 of the Original Security Agreement and in connection with their approval of the amendment and restatement of the Original Credit Agreement on the Restatement Effective Date. All references in other Loan Documents to the “Security Agreement” shall refer to this Agreement in respect Agreement. Notwithstanding any of the other provisions set forth in this Article II or anything else contained in this Agreement or any other Loan Document, the aggregate amount of all Secured Obligations secured under the Collateral Documents by Principal Property (as defined in each Senior Note Indenture) or any shares of capital stock or evidences of Indebtedness (as defined in each Senior Note Indenture) issued by any Domestic Subsidiary (as defined in each Senior Note Indenture) and owned by Wendy’s International, Inc. or any Domestic Subsidiary (as defined in each Senior Note Indenture) (collectively, the “Restricted Property”) shall not, at any time, exceed the aggregate amount (such amount, the “Indenture Threshold Amount”) of Indebtedness (as defined in each Senior Note Indenture) that may be subject to and governed secured by Restricted Property under each Senior Note Indenture, determined in accordance with the terms of each Senior Note Indenture, without requiring holders of the Intercreditor Agreement at any time applicable Senior Notes to be equally and ratably secured in accordance with the Intercreditor Agreement terms of such Senior Note Indenture. It is in effect, understood and without limiting acknowledged by the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees parties hereto (and the Secured Partiesincluding, by their its acceptance of the benefits benefit of this Agreement, hereby acknowledge and agreeeach Secured Party) that (v) as of the security interest granted Restatement Effective Date, the total amount of Secured Obligations is in excess of the Indenture Threshold Amount as of the Restatement Effective Date, (w) from time to time after the Restatement Effective Date, the total amount of the Secured Parties pursuant to this Agreement Obligations may be in excess of the Collateral and their ability to exercise rights and remedies with respect thereto are expressly juniorIndenture Threshold Amount then in effect, subordinated and subject to (x) as of the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor AgreementRestatement Effective Date, the terms Secured Obligations in excess of the Intercreditor Agreement shall control Indenture Threshold Amount are not secured by any Restricted Property hereunder or under any other Collateral Document, (y) at any time after the Intercreditor Agreement is Restatement Effective Date, any Secured Obligations in excess of the Indenture Threshold Amount in effect at such time shall not be secured by any Restricted Property hereunder or under any other Collateral Document and (z) in no event shall any Lien (as defined in each Senior Note Indenture) on any Restricted Property in favor of any Secured Party created hereunder or under any other Collateral Document at any time secure any Secured Obligations in excess of the Indenture Threshold Amount then in effect. In additionFor the avoidance of doubt, to the extent that this Agreement requires calculation of the delivery of any Collateral to the Secured Parties Indenture Threshold Amount at any time when the Intercreditor Agreement is date of determination shall take into account all outstanding Attributable Value (as defined in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent each Senior Note Indenture) of all Sale and Lease-Back Transactions (as bailee for the Secured Parties defined in each Senior Note Indenture) permitted pursuant to the terms last paragraph of Section 1009 of each Senior Note Indenture as of such date and all Indebtedness (as defined in each Senior Note Indenture) of Wendy’s International, Inc. and its Domestic Subsidiaries (as defined in each Senior Note Indenture) secured by Liens (as defined in each Senior Note Indenture) permitted pursuant to the Intercreditor Agreementlast paragraph of Section 1008 of each Senior Note Indenture as of such date.

Grant of Security Interest in Collateral. Each (a) The Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Guaranty Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”)hereby collaterally assigns, hereby mortgages, pledges and hypothecates to the Agent Collateral Trustee for the benefit of the Secured PartiesLender, and grants to the Agent Collateral Trustee for the benefit of the Secured Parties Lender a Lien lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such GrantorCollateral; provided, however, notwithstanding that the foregoing, no Lien or foregoing grant of a security interest is hereby granted on any shall not include a security interest in Excluded Property; and provided, further, that if and when any property shall cease the prohibition which prevents the granting by the Grantor to the Collateral Trustee of a security interest in such Excluded Property is removed or otherwise terminated, the Collateral Trustee will be deemed to have, and at all times from and after the date hereof to have had, a security interest in such Excluded Property, as the case may be. (b) The Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Indenture Obligations hereby collaterally assigns, mortgages, pledges and hypothecates to the Collateral Trustee for the benefit of the Trustee and the holders of the Senior Notes, and grants to the Collateral Trustee for the benefit of the Trustee and the holders of the Senior Notes, a Lien lien on and security interest in, all of its right, title and interest in, to and under the Collateral; provided, however, that the foregoing grant of a security interest shall not include a security interest in any Property of the Grantor acquired from capital contributions to the Parent, any Proceeds of such Property or any Property acquired upon the sale, exchange or other disposition of such Property or Proceeds; and provided, further, that the foregoing grant of a security interest shall not include a security interest in Excluded Property; and provided, further, that if and when the prohibition which prevents the granting by the Grantor to the Collateral Trustee of a security interest in such property shall Excluded Property is removed or otherwise terminated, the Collateral Trustee will be deemed granted therein. Notwithstanding anything herein to have, and at all times from and after the contrarydate hereof to have had, the a security interest granted to in such Excluded Property, as the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreementcase may be.

Grant of Security Interest in Collateral. Each Grantor, as collateral security (a) As an inducement for the prompt Secured Parties to extend the loans as evidenced by the Notes and to secure the complete payment and timely payment, performance when due (whether at stated maturity, by acceleration or otherwise) and discharge in full of all of the Obligations as set forth in the Purchase Agreement and the Notes, as the case may be, of such Grantor in accordance with the terms all of the Loan Documents (the “Secured other Obligations”), Debtor hereby mortgagesunconditionally and irrevocably pledges, pledges grants and hypothecates to the Agent for the benefit of the Secured PartiesParties (subject in each case to Permitted Liens) a priority security interest in and to, and grants to the Agent for the benefit lien upon and a right of the Secured Parties a Lien on and security interest in, set-off against all of its their respective right, title and interest inof whatsoever kind and nature in and to, to and under the Collateral of such Grantor; providedas defined above (“Security Interest” and, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contrarycollectively, the security interest granted “Collateral”). (b) Dxxxxx hereby agrees to provide to the Secured Parties pursuant to this Agreement in or the Collateral and Agent (defined as the exercise party appointed by a majority of any right or remedy by the Secured Parties) promptly upon request, any information reasonably necessary to effectuate the filings or recordings authorized by this Agreement. (c) The Secured Parties pursuant or the Collateral Agent are further authorized to this Agreement file with the United States Patent and Trademark Office, the United States Copyright Office or any similar office in respect any state of the Collateral shall United States (or any successor office), with the signature of each applicable Debtor, such documents as may be subject necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted hereunder to the Patent Rights and governed Trademark Rights, all right, title and interest to which have been assigned or will be assigned to the Debtor, by Dxxxxx and naming any Debtor or the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (Debtors as debtors and the Secured Parties, by their acceptance of as the benefits of this Agreementcase may be, hereby acknowledge as secured party. (d) The Security Interest is granted as security only and agree) that the security interest granted to shall not subject the Secured Parties pursuant to this Agreement to, or in the Collateral and their ability to exercise rights and remedies any way alter or modify, any obligation or liability of any Debtor with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms or arising out of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor AgreementCollateral.

Grant of Security Interest in Collateral. Each GrantorAs an inducement for the Secured Parties to extend the loans as evidenced by the Debentures and to secure the complete and timely payment, performance and discharge in full, as collateral security for the prompt and complete payment and performance when due (whether at stated maturitycase may be, by acceleration or otherwise) of all of the Obligations of such Grantor in accordance with Obligations, the terms of the Loan Documents (the “Secured Obligations”)Debtor hereby unconditionally and irrevocably pledges, hereby mortgages, pledges grants and hypothecates to the Agent for the benefit of the Secured Parties, and grants to the Agent for the benefit of the Secured Parties a Lien on and continuing security interest inin and to, a lien upon and a right of set-off against all of its their respective right, title and interest inof whatsoever kind and nature in and to, to and under the Collateral of such Grantor; provided(a “Security Interest” and, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contrarycollectively, the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy “Security Interests”). The Security Interest is, by the Secured Parties pursuant to this Agreement in respect virtue of the Collateral shall Subordination Agreement entered into by Accentia Biopharmaceuticals, Inc on the date hereof (as the same may be subject amended, modified and/or supplemented from time to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is time), senior in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject priority to the security interest granted by the Company to Accentia Biopharmaceuticals, Inc. The Security Interest and lien granted hereby is subordinate to the First Lien Secured Parties first priority security interests listed in the Collateral Exhibit A or Exhibit B hereto (“Existing Priority Liens”) and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant subject to the terms of that certain Subordination Agreement (as amended, modified, supplemented and/or restated from time to time) by and among the Intercreditor AgreementSecured Parties and the Senior Lenders (as defined therein). Nothing herein shall be deemed to amend, modify, supplement, supercede and/or recharacterize in any manner whatsoever the security interests and liens previously granted by the Company under other security agreements with the secured parties identified on Exhibit A all of which security agreements remain in full force and effect in accordance with their terms. The rights and interest of each of the Holders of the Debentures in the Security Interest and lien created hereby shall be pari passu.

Grant of Security Interest in Collateral. Each GrantorTo secure the Performance ---------------------------------------- of all of the Obligations, as collateral together with the Performance of all obligations of any Borrower to Lender arising in connection with the Warehouse Loan, Borrower hereby grants to Lender a security interest in and collaterally assigns to Lender the Collateral. Such security interest shall be absolute, continuing, perfected, direct, first, exclusive and applicable to all existing and future Advances and to all of the Obligations. In addition, each Borrower acknowledges and agrees that, for purposes of administrative convenience to Borrowers collectively, Borrowers have requested, and Lender has agreed, to permit the prompt Primary Borrowing Base to be calculated on a consolidated basis, with the further result that the determination of any Borrowing Base Shortfall which would obligate Borrower to make the payments required by paragraph 2.7(b) herein ---------------- shall only occur if a Borrowing Base Shortfall exists on a consolidated basis. The foregoing approach results in significant administrative conveniences to each Borrower, in that each Borrower may benefit from over-collateralization existing on a consolidated basis by virtue of the fact that such an approach permits the streamlined release procedure described in first sentence of paragraph 3.2 hereof. Accordingly, each Borrower hereby acknowledges that it ------------- has received benefit from the consolidated Borrowing Base Reporting procedure implemented by this Agreement, and complete each Borrower acknowledges that the security interest granted in favor of Lender pursuant to this Agreement, and pursuant to each of the Mortgages, shall secure, up to the full amount of the applicable Borrowing Base contributed by each such Borrower, the payment and performance when due of all Obligations of each Borrower to Lender. Borrower further warrants and guarantees the enforceability of Lender's security interest in the Collateral. Lender is hereby appointed Borrower's attorney-in-fact to take any and all actions in Borrower's name and/or on Borrower's behalf deemed necessary or appropriate by Lender with respect to the collection and remittance of payments (whether at stated maturity, by acceleration or otherwiseincluding the endorsement of payment items) received on account of the Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”), hereby mortgages, pledges and hypothecates to the Agent for the benefit of the Secured Parties, and grants to the Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such GrantorCollateral; provided, however, notwithstanding the foregoing, no Lien or security interest that Lender shall not take any action which is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security described in such property shall be deemed granted thereinparagraph 7.2(c) unless an Event of Default exists. Notwithstanding anything herein to the contrary, the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreement.----------------

Grant of Security Interest in Collateral. Each Grantor party to any of the Existing Collateral Agreements hereby confirms and acknowledges the continuance of the security interests and Liens granted by it under the Existing Collateral Agreements to which it is a party. In addition, each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”)Grantor, hereby collaterally assigns, mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a Lien lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; provided, however, notwithstanding that the foregoing, no Lien or foregoing grant of a security interest is hereby granted on any shall not include a security interest in Excluded Property; Property and provided, further, that if and when any property shall cease the prohibition which prevents the granting by such Grantor to the Collateral Agent of a security interest in such Excluded Property is removed or otherwise terminated, the Collateral Agent will be deemed to have, and at all times from and after the date hereof to have had, a security interest in such Excluded Property, a Lien on and security in such property shall be deemed granted thereinas the case may be. Notwithstanding anything herein in this Section 2.2 to the contrary, the security interest granted Collateral collaterally assigned, mortgaged, pledged and hypothecated by FMXI and Foamex International to the Collateral Agent for the benefit of the Secured Parties pursuant hereunder shall be limited only to this Agreement the following: (a) all Pledged Partnership Interests now owned or hereafter acquired by FMXI or Foamex International in the Collateral Borrower as a result of exchange offers, direct investments or contributions or otherwise; (b) FMXI's and the exercise Foamex International's Accounts, General Intangibles and other rights to payment or reimbursement, now existing or hereafter arising or acquired, from its ownership of any right or remedy by the Secured Parties pursuant to this Agreement in respect Pledged Partnership Interests of the Collateral shall be subject Borrower; (c) all Investment Property now owned or hereafter acquired by FMXI or Foamex International relating to and governed by the terms its Pledged Partnership Interests of the Intercreditor Agreement at Borrower; and (d) the Proceeds of and from any time the Intercreditor Agreement is in effect, and without limiting all of the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreement.

Grant of Security Interest in Collateral. (a) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”)Grantor, hereby mortgages, pledges and hypothecates to the Administrative Agent for the benefit of the First-Priority Secured Parties, and grants to the Administrative Agent for the benefit of the First-Priority Secured Parties a Lien lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such GrantorCollateral; providedPROVIDED, howeverHOWEVER, notwithstanding the foregoingthat, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property that at any time constituted Excluded Property becomes Collateral, the Administrative Agent shall cease have, and at all times from and after the date hereof be deemed to be Excluded Propertyhave had, a Lien lien on and security interest in such property shall be deemed granted therein. Notwithstanding anything herein property. (b) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Tranche C Secured Obligations of such Grantor, hereby also mortgages, pledges and hypothecates to the contraryTranche C Agent for the benefit of the Tranche C Secured Parties, and grants to the Tranche C Agent for the benefit of the Tranche C Secured Parties a lien on and security interest granted to the Secured Parties pursuant to this Agreement in the Collateral in, all of its right, title and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject interest in, to and governed by under the terms of the Intercreditor Agreement Collateral; PROVIDED, HOWEVER, that, if and when any property that at any time constituted Excluded Property becomes Collateral, the Intercreditor Agreement is in effectTranche C Agent shall have, and without limiting at all times from and after the foregoingdate hereof be deemed to have had, the Agent a lien on behalf of itself and the Secured Parties hereby acknowledges security interest in such property; and agrees (and the Secured PartiesPROVIDED, by their acceptance of the benefits of this AgreementFURTHER, hereby acknowledge and agree) that the foregoing lien and security interest granted to the Secured Parties pursuant to this Agreement Tranche C Agent shall be junior in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject priority to the security interest granted to the First Lien Administrative Agent for the benefit of the First-Priority Secured Parties in pursuant to CLAUSE (a) above on the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided terms set forth in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreement.

Grant of Security Interest in Collateral. Each Grantor(a) The Borrower, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Credit Agreement Obligations of such Grantor in accordance with and the terms of the Loan Documents (the “Secured Obligations”)Intercompany Note Borrower Obligations hereby collaterally assigns, hereby mortgages, pledges and hypothecates to the Agent Collateral Trustee for the benefit of the Secured Parties, and grants to the Agent Collateral Trustee for the benefit of the Secured Parties a Lien lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the Borrower; provided, however, that the foregoing grant of a security interest shall not include a security interest in Excluded Property and provided, further, that if and when the prohibition which prevents the granting by the Borrower to the Collateral Trustee of a security interest in such Excluded Property is removed or otherwise terminated, the Collateral Trustee will be deemed to have, and at all times from and after the date hereof to have had, a security interest in such Excluded Property, as the case may be. (b) Each Grantor, other than the Borrower, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Guaranty Obligations hereby collaterally assigns, mortgages, pledges and hypothecates to the Collateral Trustee for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; provided, however, notwithstanding that the foregoing, no Lien or foregoing grant of a security interest is hereby granted on any shall not include a security interest in Excluded Property; Property and provided, further, that if and when any property shall cease the prohibition which prevents the granting by such Grantor to the Collateral Trustee of a security interest in such Excluded Property is removed or otherwise terminated, the Collateral Trustee will be deemed to have, and at all times from and after the date hereof to have had, a security interest in such Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to as the contrary, the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreementcase may be.

Grant of Security Interest in Collateral. Each Grantor(a) As an inducement for the Secured Parties to extend the loans as evidenced by the Notes and to secure the complete and timely payment, performance and discharge in full, as collateral security for the prompt and complete payment and performance when due (whether at stated maturitycase may be, by acceleration or otherwise) of all of the Obligations of such Grantor in accordance with Obligations, the terms of the Loan Documents (the “Secured Obligations”)Company hereby unconditionally and irrevocably pledges, hereby mortgages, pledges grants and hypothecates to the Agent for Secured Parties a security interest in and to, a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever kind and nature in and to, the benefit Collateral (a "SECURITY INTEREST" and, collectively, the "SECURITY INTERESTS"). The Security Interest with respect to the Fixed Collateral shall be a first priority fixed charge. The Security Interest with respect to the Floating Collateral shall be a first priority floating charge. The Company specifically acknowledges that all of the Security Interests created by the Company hereunder shall rank in priority to any other security interests created by the Company with respect to the Collateral. For the avoidance of doubt, it is hereby clarified that the fixed charge and the floating charge are in addition to one another, and each of such charges shall independently serve as aforesaid to secure the Obligations in their entirety. Without derogating from the generality of the foregoing or from any other right of the Secured Parties, and grants to the Agent for the benefit of the Secured Parties shall have the right to act on either of the charges, or on both, in each case in connection with the Security Interest created by each (including, without limitation, with respect to any and all Collateral subject to both charges); and no action or omission relating to any such Security Interest shall prevent or estop the Secured Parties from invoking such other Security Interest, at the same time or subsequently, provided however, that the Secured Parties shall only be entitled to receive payment of any amount owed to them once, whether through acting on either charge or both. (b) Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law; PROVIDED, HOWEVER, that to the extent permitted by applicable law, this Agreement shall create a Lien on valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset. In addition, in no event shall Collateral include, and Secured Parties shall not be deemed to have an interest in, any of the Company's right, title or interest in: (a) any Intellectual Property if the grant of such interest shall constitute or result in the abandonment, invalidation or rendering unenforceable any right, title or interest of the Company therein, (b) any license, contract or agreement to which the Company is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, or otherwise, result in a breach or termination of the terms or, constitute a default under or termination of, any such license, agreement or contract (other than to the extent that any such term would be rendered ineffective pursuant to any applicable law or principles of equity); provided that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and the Company shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; and (c) the authorized share capital of its rightthe Company (including treasury shares); PROVIDED, title and interest in, to and under the Collateral of such Grantor; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, furtherHOWEVER, that if and when any property the Company shall cease to be Excluded Propertypromptly notify the Agent in the event that subsections (a) or (b) above are, a Lien on and security in such property shall be deemed granted therein. or become, relevant. (c) Notwithstanding anything herein to the contrarycontrary hereunder, the security interest granted Security Interests will be subordinated in right of payment to the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect all indebtedness of the Collateral shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is Company set forth in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agreeSCHEDULE 2(C) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreementattached hereto.

Grant of Security Interest in Collateral. Each Grantor, as collateral As security for the prompt final and complete indefeasible payment to Buyer in cash and performance when due of Seller’s obligations (whether at stated maturityincluding but not limited to the repurchase of Purchased Receivables pursuant to the terms hereof), by acceleration or otherwise) of the Obligations of such Grantor in accordance with liabilities, indemnification obligations and duties to Buyer under the terms of the Loan Documents this Agreement (collectively, the “Secured Obligations”)) in full, Seller hereby mortgages, pledges and hypothecates to the Agent for the benefit of the Secured PartiesBuyer, and grants to the Agent for the benefit of the Secured Parties Buyer a Lien on continuing general lien upon and security interest in, all of its right, title Security Interest in and interest in, to and under the Collateral of such Grantor; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contraryCollateral. The pledge, the security interest lien and Security Interest granted to the Secured Parties Buyer pursuant to this Agreement shall continue in full force and effect until (a) all Purchased Receivables have been paid in cash to Buyer in full pursuant to the terms hereof, (b) all Obligations have been finally and indefeasibly paid to Buyer in ​ ​ cash and performed in full, and (c) Seller has provided to Buyer a fully executed Termination Release, notwithstanding the termination of any other Factoring Document (in whole or in part), the termination of Buyer’s offer to purchase Receivables under this Agreement or any other agreement, document or instrument by or between Seller and Buyer, or the repurchase of any Receivable by Seller. Any balances to the credit of Seller in the Collateral possession of Buyer, and any other property or assets of Seller in the exercise possession of Buyer, shall be held by Buyer as Collateral, and applied in whole or partial satisfaction of the Obligations when due, subject to the terms of this Agreement. Notwithstanding the foregoing, Seller and Xxxxx acknowledge and agree that all Purchased Receivables shall become the property of Buyer upon the date of purchase thereof by Buyer. Seller will execute and deliver to Buyer security agreements, assignments (including, without limitation, assignments of specific Accounts), and other documents and instruments as Buyer may at any right time reasonably request to establish, evidence, attach, perfect, or remedy by the Secured Parties protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Buyer pursuant to this Agreement or any other document between Buyer and Seller or instrument delivered to Buyer in respect of the Collateral shall be subject connection therewith. Seller authorizes Buyer to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effectfile all financing statements, and all continuations or amendments thereof, and deliver, with or without limiting Seller’s execution thereof, any Notice of Assignment to Seller’s Customers and Account Debtors as Buyer determines in Buyer’s sole discretion, to establish, evidence attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Buyer in the foregoingCollateral, and specifically acknowledges is authorization of Buyer to have filed any such financing statements prior to the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits date of this Agreement. Seller agrees that subject to Seller’s rights under Section 9-509(d)(2) of the UCC, hereby acknowledge Seller is not and agree) that shall not be authorized to file any financing statement or amendment, termination or corrective statement with respect to any financing statement filed by Buyer, or with respect to any continuation or amendment thereof, without the prior written consent of Buyer, which may be granted or withheld in Buyer’s sole discretion. Seller will perform any and all actions requested by Xxxxx in Buyer’s sole discretion to establish, attach, perfect or protect any security interest granted interest, pledge, lien, charge, mortgage or other encumbrance of Buyer in Inventory, including without limitation, placing and maintaining signs, appointing custodians, maintaining stock Records and transferring Inventory to the Secured Parties pursuant warehouses. In addition to this Agreement in the Collateral and their ability to exercise all other rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties Buyer pursuant to the terms of this Agreement, Xxxxx shall possess all rights and remedies of a “Secured Party” (as such term is defined in the Intercreditor AgreementUCC) under and pursuant to the terms and provisions of the UCC.

Grant of Security Interest in Collateral. Each GrantorTo secure the performance of all of the obligations under the Loan Documents, as collateral Borrower hereby pledges, grants and assigns to Lender a security for interest in and lien on, and collaterally assigns to Lender, the Collateral. Such security interest shall be absolute, continuing, perfected, direct, of first priority, exclusive and applicable to all amounts outstanding under the Loan and to all of Borrower’s obligations under the Loan Documents. Lender’s security interest in the Collateral shall secure the prompt and complete payment and performance in full when due (due, whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, including, without limitation, payment in full of all principal and interest on the Note (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Obligations Bankruptcy Code, or any successor provision thereof), and all costs of collection, including reasonable attorneys’ fees and expenses, incurred by Lender in collecting such Grantor in accordance amounts, whether now existing or hereafter arising, howsoever evidenced or created, actual, direct, fixed or contingent. Borrower will unconditionally assign, endorse and deliver to Lender, with the terms full recourse, all Timeshare Loans which are part of the Loan Documents (Collateral. Borrower further warrants and guarantees the “Secured Obligations”), security interest granted in the Collateral. Lender is hereby mortgages, pledges appointed Borrower’s attorney-in-fact to take any and hypothecates all actions in Borrower’s name and/or on Borrower’s behalf deemed necessary or appropriate by Lender with respect to the Agent for perfection of Lender’s security interest in the benefit Collateral, and the collection and remittance of payments (including the endorsement of payment items) received on account of the Secured Parties, and grants to the Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such GrantorCollateral; provided, however, notwithstanding that Lender shall not utilize the foregoing, no Lien or security power of attorney to take any action including that which is described in Section 7.2(4) unless an Event of Default exists. Lender may notify Persons bound thereby of the existence of Lender’s interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contrary, the security interest granted to the Secured Parties pursuant to this Agreement as assignee in the Collateral and the exercise of request from any right or remedy Person bound by the Secured Parties pursuant Collateral any information relating to this Agreement in respect him. Borrower authorizes Lender to file a UCC financing statement and confirms Lender’s authority to pre-file the UCC financing statement as of the Collateral shall be subject to and governed by the terms date of the Intercreditor Agreement at any time the Intercreditor Agreement is pre-filing; provided that Lender has provided copies of such UCC financing statements in effect, and without limiting the foregoing, the Agent on behalf advance of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreementfiling.

Grant of Security Interest in Collateral. (a) Each Grantor, (i) hereby ratifies and affirms the grant and pledge of security interests made pursuant to the Original Guaranty and Security Agreement and (ii) to the extent not covered in clause (i) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations and the Guaranteed Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”), hereby mortgages, pledges and hypothecates to the Agent for the benefit of the Secured Parties, and grants to the Agent Agent, for the benefit of the Secured Parties Parties, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a the Lien on and security in interest granted pursuant to this Agreement shall immediately and without the need for further action of any Grantor, attach to such property property, which shall be deemed granted thereinthereupon form part of the Collateral. Notwithstanding anything herein Each Grantor hereby represents and warrants that the Excluded Property, when taken as a whole, is not material to the contrarybusiness operations or financial condition of the Grantors, taken as a whole. This Agreement secures, and the Collateral is collateral security for, the payment and performance in full when due of the Secured Obligations. (b) Each Grantor hereby further authorizes the Agent to make filings with the United States Patent and Trademark Office, United States Copyright Office, and Canadian Intellectual Property Office (or any successor office or any similar office in any other country) or other necessary documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted to by such Grantor hereunder in any Intellectual Property Collateral, without the Secured Parties pursuant to this Agreement in the Collateral signature of such Grantor, and naming such Grantor, as debtor, and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral Agent, as secured party. Each Grantor agrees that Agent shall be subject authorized to and governed by the terms of the Intercreditor Agreement at file (i) a duplicate financing statement naming any time the Intercreditor Agreement is Grantor as secured party with respect to any Grantor’s interest in effectany PL Credit Card Receivables, and without limiting the foregoing, the Agent on behalf (ii) an assignment of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien financing statement naming Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreementsecured party.

Grant of Security Interest in Collateral. Each GrantorFor valuable consideration, as collateral security for the prompt adequacy and complete payment receipt of which is hereby acknowledged, Borrower hereby: (a) pledges, assigns, transfers and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”), hereby mortgages, pledges and hypothecates delivers to the Agent for the benefit of the Secured PartiesLender, and grants to the Agent for the benefit of the Secured Parties Lender a Lien on continuing and unconditional first priority security interest in, in all of its rightBorrower’s present and future rights, title and interest in the following (collectively referred to as the “Collateral”) as security for the payment and performance of the Indebtedness: (i) the Depository Account; (ii) all cryptocurrency now or in the future held in, on deposit in or otherwise allocated to the Depository Account (including, without limitation, any cryptocurrency transferred to the Depository Account after the date hereof by the Borrower pursuant to Section 7 or otherwise); (iii) any other cryptocurrency now or in the future issued with respect to any of the foregoing cryptocurrency as a result of a fork or other event that results in the holders of cryptocurrency receiving additional or replacement cryptocurrency (whether or not such other cryptocurrency is held in, on deposit in or otherwise allocated to the Depository Account); (v) all rights to receive delivery of or withdraw any of the foregoing cryptocurrency from the Depository and under all rights against the Collateral Depository with respect to the Depository Account, any of such Grantorthe foregoing cryptocurrency, and the proceeds thereof; provided, however, notwithstanding and (vi) all proceeds of the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, . (b) agrees that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contrary, the security interest granted by Borrower to the Secured Parties pursuant to this Agreement Lender constitutes a valid, first priority security interest in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effectCollateral, and without limiting the foregoingwill constitute a valid, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits first priority security interest in later-acquired Collateral. Notwithstanding any termination of this Agreement, hereby acknowledge and agree) that the Lender’s security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise shall remain in effect for so long as any Indebtedness remains outstanding under this Agreement or any of the Related Documents. (c) agrees that Lender has the rights and remedies stated in this Agreement with respect thereto are expressly junior, subordinated and subject to the security interest granted Collateral, in addition to the First Lien Secured Parties in the Collateral and the all other rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control which Lender may have by law. (d) authorizes Lender at any time the Intercreditor Agreement is in effect. In additionand from time to time, at Borrower’s expense, to file in any jurisdiction any financing statements and amendments that: (i) name the extent that this Agreement requires Collateral as collateral thereunder, regardless of whether any particular Collateral falls within the delivery scope of the UCC; (ii) contain any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held other information required by the First Lien Agent as bailee UCC for the Secured Parties pursuant to the terms of the Intercreditor Agreement.sufficiency or filing office acceptance, including organization identification numbers; and

Grant of Security Interest in Collateral. (a) Each GrantorGrantor (other than the Company), as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”), hereby mortgages, pledges and hypothecates to the Subsidiary Collateral Agent for the benefit of the Subsidiary Secured Parties, and grants to the Subsidiary Collateral Agent for the benefit of the Subsidiary Secured Parties a Lien lien on and security interest in, all of its right, title and interest in, to and under (i) in the case of a Grantor (other than a Foreign Grantor or the Company), the Collateral of such Grantor, and (ii) in the case of a Foreign Grantor, the Foreign Grantor Collateral of such Foreign Grantor. (b) The Company, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Parent Secured Obligations, hereby mortgages, pledges and hypothecates to the Parent Collateral Agent for the benefit of the Parent Secured Parties, and grants to the Parent Collateral Agent for the benefit of the Parent Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; providedthe Company (the “Parent Collateral”).” C. For the avoidance of doubt, however, notwithstanding any and all rights of the foregoing, no Lien or CIT Australia Bond Secured Party and the Long Dated Bond Secured Party and each Person for the benefit of whom any thereof is receiving the grant of a security interest is hereby granted on any Excluded Property; providedin the Parent Collateral (including, furtherwithout limitation, that if the holders of the Equal and when any property shall cease to be Excluded PropertyRatable Obligations) (collectively, a Lien on and security in such property the “Accommodation Holders”) described herein shall be deemed limited to the Parent Collateral and shall not in any event apply to any Collateral granted therein. by any other Grantor under the Collateral Agreement. D. Notwithstanding anything herein or in the Collateral Agreement to the contrary, the security interest granted following provisions shall apply with respect to the Parent Collateral Agent, Parent Secured Obligations, the Parent Secured Parties pursuant to this Agreement and the Parent Collateral: (a) All references in the Collateral and Agreement or in any other Collateral Document to the exercise of any right or remedy by the Secured Parties pursuant to this Agreement “Collateral Agent,” when used in respect of the Collateral Parent Collateral, shall be subject deemed to and governed by be references to the terms Parent Collateral Agent. (b) All references in the Collateral Agreement or in any other Collateral Document to “Collateral,” when used in respect of the Intercreditor Parent Collateral, shall be deemed to be references to the Parent Collateral. (c) All references in the Collateral Agreement or in any other Collateral Document to “Secured Parties,” when used in respect of the Parent Collateral, shall be deemed to be references to the Parent Secured Parties. (d) All references in the Collateral Agreement or in any other Collateral Document to “Secured Obligations,” when used in respect of the Secured Obligations of the Company, shall be deemed to be references to the Parent Secured Obligations. (e) If at any time moneys collected or received by the Intercreditor Parent Collateral Agent pursuant to the Collateral Agreement are distributable to the CIT Australia Bond Trustee or the Long Dated Bond Trustee (collectively, the “Accommodation Agents” and each individually an “Accommodation Agent”) in respect of the Parent Secured Obligations and if the applicable Accommodation Agent shall notify the Parent Collateral Agent in writing that no provision is made under the CIT Australia Bond Trust Deed or the Long Dated Bond Indenture (collectively, the “Accommodation Facilities” and each individually an “Accommodation Facility”), as applicable, for the application of such moneys and that the applicable Accommodation Facility does not effectively provide for the receipt and the holding by the applicable Accommodation Agent of such moneys pending the application thereof, then the Parent Collateral Agent, after the receipt of such moneys pending the application thereof, and after receipt of such notification, shall hold such moneys in non-interest bearing accounts solely for such Accommodation Agent, as applicable (and in each case in its capacity as agent or trustee), and for no other purpose until such time as such Accommodation Agent shall request in writing the delivery thereof by the Parent Collateral Agent for application pursuant to the applicable Accommodation Facility. The Parent Collateral Agent shall not be responsible for any diminution in funds resulting from any such investment or any liquidation thereof prior to maturity. (f) The only right of the Accommodation Holders under the Collateral Agreement is the right to receive their pro rata share of any proceeds or collection of the Parent Collateral following a foreclosure or other exercise of remedies by the Parent Collateral Agent in effectaccordance with Section 5.1(d) of the Collateral Agreement as if, solely with respect to such Parent Collateral, (i) in the case of the CIT Australia Bond Secured Party, references in clauses “sixth”, “seventh”, “eighth” and “ninth” of Section 2.12(h) of the Credit Agreement to (A) “Lenders” included the CIT Australia Bond Secured Party, (B) “Credit Documents” included the CIT Australia Bond Trust Deed, (C) “Loans” included the Australian Guaranty Obligations, (D) “Prepayment Premium” included any prepayment premium owing under the CIT Australia Bond Trust Deed and (E) “Obligations” included the Australian Guaranty Obligations and (ii) in the case of the Long Dated Bond Secured Party, references in clauses “sixth”, “seventh”, “eighth” and “ninth” of Section 2.12(h) of the Credit Agreement to (A) “Lenders” included the Long Dated Bond Secured Party, (B) “Credit Documents” included the Long Dated Bond Indenture, (C) “Loans” included the Long Dated Bond Obligations, (D) “Prepayment Premium” included any prepayment premium owing under the Long Dated Bond Indenture and (E) “Obligations” included the Long Dated Bond Obligations. For the avoidance of doubt, the right to payment described in the previous sentence shall apply solely to proceeds from the Parent Collateral, and without limiting shall not apply to proceeds from Collateral constituting property of any Grantor (other than the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agreeCompany) that the security interest granted to the Secured Parties pursuant to this Agreement in under the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In furtherance of the event of any conflict between the terms hereof foregoing and the terms of Intercreditor Agreementnot in derogation thereof, the terms Accommodation Holders shall have no right to (i) demand or consent to any foreclosure, sale or other exercise of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is remedies in effect. In addition, to the extent that this Agreement requires the delivery respect of any Collateral (including any Parent Collateral) or (ii) consent to the Secured Parties at any time when the Intercreditor Agreement is in effectsupplement, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms waiver, amendment or other modification of the Intercreditor Collateral Agreement, any sale or release of any Collateral (including any Parent Collateral) or any foreclosure or exercise of remedies in respect of any Collateral (including any Parent Collateral).

Grant of Security Interest in Collateral. Each GrantorFor valuable consideration, as collateral security for the prompt adequacy and complete payment receipt of which is hereby acknowledged, Borrower hereby: (a) pledges, assigns, transfers and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”), hereby mortgages, pledges and hypothecates delivers to the Agent for the benefit of the Secured PartiesLender, and grants to the Agent for the benefit of the Secured Parties Lender a Lien on continuing and unconditional first priority security interest in, in all of its rightBorrower’s present and future rights, title and interest in the following (collectively referred to as the “Collateral”) as security for the payment and performance of the Indebtedness: (i) the Depository Account; (ii) all cryptocurrency now or in the future held in, on deposit in or otherwise allocated to the Depository Account (including, without limitation, any cryptocurrency transferred to the Depository Account after the date hereof by the Borrower pursuant to Section 7 or otherwise); (iii) any other cryptocurrency now or in the future issued with respect to any of the foregoing cryptocurrency as a result of a fork or other event that results in the holders of cryptocurrency receiving additional or replacement cryptocurrency (whether or not such other cryptocurrency is held in, on deposit in or otherwise allocated to the Depository Account); (iv) (“Dedicated Collateral”); (v) all rights to receive delivery of or withdraw any of the foregoing cryptocurrency from the Depository and under all rights against the Collateral Depository with respect to the Depository Account, any of such Grantorthe foregoing cryptocurrency, and the proceeds thereof; provided, however, notwithstanding and (vi) all proceeds of the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, . (b) agrees that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contrary, the security interest granted by Xxxxxxxx to the Secured Parties pursuant to this Agreement Lender constitutes a valid, first priority security interest in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effectCollateral, and without limiting the foregoingwill constitute a valid, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits first priority security interest in later-acquired Collateral. Notwithstanding any termination of this Agreement, hereby acknowledge and agree) that the Xxxxxx’s security interest granted to the Secured Parties pursuant to this Agreement in the Collateral shall remain in effect for so long as any Indebtedness remains outstanding under this Agreement or any of the Related Documents. (c) agrees that Xxxxxx has the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law. (d) authorizes Lender at any time and their ability from time to exercise time, at Borrower’s expense, to file in any jurisdiction any financing statements and amendments that: (i) name the Collateral as collateral thereunder, regardless of whether any particular Collateral falls within the scope of the UCC; (ii) contain any other information required by the UCC for sufficiency or filing office acceptance, including organization identification numbers; and (iii) contain such language as Lender determines helpful in protecting or preserving rights against third parties. Borrower ratifies any such filings made prior to the date hereof. (e) acknowledges and agrees that the obligations of Borrower under this Agreement shall be full recourse obligations of Borrower and that Borrower is and shall remain personally liable to Lender for the payment in full of all Indebtedness and performance of all obligations hereunder. (f) agrees that in addition to this Agreement, all liens, security interests, assignments, suretyship obligations, stock pledges, rights and remedies with respect thereto are expressly juniorgranted to Lender in this Agreement and any Related Documents secure all obligations, subordinated debts and subject liabilities, plus interest thereon, of Borrower to Lender and any of its affiliates, as well as the claims by Lender and any of its affiliates against Borrower, whether now existing or hereafter arising (such existing or hereafter arising bilateral relationships between Borrower and Lender or any of Lender’s affiliates, a “Contract”) whether related or unrelated to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event purpose of any conflict between the terms hereof and the terms of Intercreditor this Agreement, whether voluntary or otherwise, whether due or not due, direct or indirect, absolute or contingent, whether Borrower may be liable individually or jointly with others, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, obligation to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, repay such Collateral shall amounts may be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreementor hereafter may become otherwise unenforceable.

Grant of Security Interest in Collateral. Each GrantorAs an inducement for the Secured Party to extend the loan as evidenced by the Note and to secure the complete and timely payment, performance and discharge in full, as collateral security for the prompt and complete payment and performance when due (whether at stated maturitycase may be, by acceleration or otherwise) of all of the Obligations of such Grantor in accordance with Obligations, upon the terms of the Loan Documents execution hereof, (the “Secured Obligations”)a) each Debtor hereby unconditionally and irrevocably pledges, hereby mortgages, pledges grants and hypothecates to the Agent for the benefit of the Secured PartiesParty a perfected, and grants to the Agent for the benefit of the Secured Parties a Lien on and first priority security interest inin and to, a lien upon and a right of set-off against all of its their respective right, title and interest inof whatsoever kind and nature in and to, to and under the Collateral of such Grantor; (a “First Priority Security Interest” and, collectively, the “First Priority Security Interests”), provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contrary, the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits for purposes of this Agreement, hereby acknowledge and agree) that the First Priority Security Interest shall not constitute a first priority security interest granted of in the assets defined as “Collateral” in that certain Subordination Agreement dated as of the date hereof and entered into by and among the Secured Party, the Company and the other signatories thereto (the “Excluded Collateral”), in which each of the Debtors hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Parties pursuant Party a perfected, second priority security interest in and to, a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever kind and nature in and to, the Collateral (a “Second Priority Security Interest” and, collectively, the “Second Priority Security Interests” and with the First Priority Security Interest and the First Priority Security Interests, the “Security Interest” and the “Security Interests”) and (b) each Guarantor shall become a guarantor to this Agreement and promptly perfect the Secured Party’s Security Interest in the Collateral such Guarantor, and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject use its reasonable best efforts to the security interest granted cause such Guarantor to the First Lien Secured Parties pledge its respective equity in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms favor of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor AgreementParty.

Grant of Security Interest in Collateral. Each The Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the First Lien Notes Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”)Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the First Lien Secured Parties, and grants to the Collateral Agent for the benefit of the First Lien Secured Parties a Lien first priority lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such GrantorCollateral; provided, however, notwithstanding the foregoingthat, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property that at any time constituted Excluded Collateral becomes Collateral, the Collateral Agent shall cease have, and at all times from and after the date hereof be deemed to be Excluded Propertyhave had, a security interest in such property. US_ACTIVE:\43906857\08\79831.0003 The Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Second Lien Notes Obligations of the Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Second Lien Secured Parties, and grants to the Collateral Agent for the benefit of the Second Lien Secured Parties a second priority lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contraryinterest in, the security all of its right, title and interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject in, to and governed by under the terms of the Intercreditor Agreement Collateral; provided, however, that, if and when any property that at any time constituted Excluded Collateral becomes Collateral, the Intercreditor Agreement is in effectCollateral Agent shall have, and without limiting at all times from and after the foregoingdate hereof be deemed to have had, a security interest in such property. The Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Third Lien Obligations of the Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent on behalf for the benefit of itself and the Secured Parties hereby acknowledges and agrees (and the Third Lien Secured Parties, by their acceptance and grants to the Collateral Agent for the benefit of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Third Lien Secured Parties in a third priority lien on and security interest in, all of its right, title and interest in, to and under the Collateral Collateral; provided, however, that, if and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of when any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control property that at any time constituted Excluded Collateral becomes Collateral, the Intercreditor Agreement is Collateral Agent shall have, and at all times from and after the date hereof be deemed to have had, a security interest in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreementproperty.

Grant of Security Interest in Collateral. Each Grantor(a) For valuable consideration, as collateral security for the prompt adequacy and complete payment receipt of which is hereby acknowledged, Borrower hereby pledges, assigns, transfers and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”), hereby mortgages, pledges and hypothecates delivers to the Agent for the benefit of the Secured PartiesLender, and grants to the Agent for the benefit of the Secured Parties Lender a Lien on continuing and unconditional first priority security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to the contrary, the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral as security for the payment and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect performance of the Collateral shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and Loan. (b) Borrower agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted by Borrower to Lender constitutes a valid, first priority security interest in the Secured Parties pursuant Collateral, and will constitute a valid, first priority security interest in later-acquired Collateral related to any Loan. Notwithstanding any termination of this Agreement Agreement, Lender’s security interest in the Collateral shall remain in effect for so long as any Borrower obligation remains outstanding under this Agreement or the Loan Term Sheets. (c) Borrower agrees that Lender has the rights stated in this Agreement and their ability to exercise rights and remedies the Loan Term Sheets with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties pledged with respect thereto as provided to each Loan, in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control addition to all other rights which Lender may have by law. (d) Borrower authorizes Lender at any time the Intercreditor Agreement is in effect. In additionand from time to time, at Borrower’s expense, to file in any jurisdiction any financing statements and amendments that: (i) name the extent that Collateral as collateral thereunder, regardless of whether any particular items of Collateral can be perfected by filing a financing statement under the UCC; (ii) contain any other information required by the UCC for sufficiency or filing office acceptance, including organization identification numbers; and (iii) contain such language as Lender determines helpful in protecting or preserving its rights against third parties. Borrower ratifies any such filings made prior to the date hereof. (e) Notwithstanding any other provision of this Agreement requires or Section 9-207 of the delivery of any UCC, Borrower agrees that Lender shall be entitled to use the Collateral to conduct its digital currency lending and borrowing business, for the Secured Parties at purpose of collateralizing the Hedge, or for any time when other purpose not prohibited by this Agreement. (f) Borrower acknowledges that the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent designated as bailee a “financial asset” for the Secured Parties pursuant to the terms purposes of Section 8-102(a)(9)(iii) of the Intercreditor AgreementUCC.

Grant of Security Interest in Collateral. Each Grantor(a) The Borrower, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Credit Agreement Obligations of such Grantor in accordance with and the terms of the Loan Documents (the “Secured Obligations”)Parent Intercompany Note Borrower Obligations hereby collaterally assigns, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a Lien lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the Borrower; provided, however, that the foregoing grant of a security interest shall not include a security interest in Excluded Property and provided, further, that if and when the prohibition which prevents the granting by the Borrower to the Collateral Agent of a security interest in such Excluded Property is removed or otherwise terminated, the Collateral Agent will be deemed to have, and at all times from and after the date hereof to have had, a security interest in such Excluded Property, as the case may be. (b) Each Grantor, other than the Borrower, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Guaranty Obligations hereby collaterally assigns, mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; provided, however, notwithstanding that the foregoing, no Lien or foregoing grant of a security interest is hereby granted on any shall not include a security interest in Excluded Property; Property and provided, further, that if and when any property shall cease the prohibition which prevents the granting by such Grantor to the Collateral Agent of a security interest in such Excluded Property is removed or otherwise terminated, the Collateral Agent will be deemed to have, and at all times from and after the date hereof to have had, a security interest in such Excluded Property, a Lien on and security in such property shall be deemed granted therein. Notwithstanding anything herein to as the contrary, the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties in the Collateral and the rights and remedies provided to the First Lien Secured Parties with respect thereto as provided in the Intercreditor Agreement. In the event of any conflict between the terms hereof and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant to the terms of the Intercreditor Agreementcase may be.

Grant of Security Interest in Collateral. (a) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the First Lien Secured Obligations of such Grantor in accordance with the terms of the Loan Documents (the “Secured Obligations”)Grantor, hereby mortgages, pledges and hypothecates to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties, and grants to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties a Lien lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; provided, however, notwithstanding the foregoing, no Lien or . The continuous security interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security the Collateral granted in such property shall be deemed granted therein. Notwithstanding anything herein this Section 3.2(a) by the Grantors to the contrary, First Lien Collateral Agent for the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and the exercise benefit of any right or remedy by the Secured Parties pursuant to this Agreement in respect of the Collateral shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect, and without limiting the foregoing, the Agent on behalf of itself and the Secured Parties hereby acknowledges and agrees (and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby acknowledge and agree) that the security interest granted to the Secured Parties pursuant to this Agreement in the Collateral and their ability to exercise rights and remedies with respect thereto are expressly junior, subordinated and subject to the security interest granted to the First Lien Secured Parties are referred to as the “First Liens”. (b) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Second Lien Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties, and grants to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor. The continuous security interest and Lien on the Collateral granted in this Section 2.2(b) by the Grantors to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties are referred to as the “Second Liens”. (c) Notwithstanding anything to the contrary contained in this Agreement, the First Liens on the Collateral shall take priority over the Second Liens on the Collateral and the rights Second Liens on the Collateral shall be and remedies provided are hereby rendered subordinate and junior in priority to the First Lien Secured Parties with respect thereto as provided in Liens on the Intercreditor Agreement. In the event of any conflict between Collateral on the terms hereof set forth in, and the terms of Intercreditor Agreement, the terms of the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. In addition, to the extent that this Agreement requires the delivery of any Collateral to the Secured Parties at any time when the Intercreditor Agreement is in effect, such Collateral shall be delivered to the First Lien Agent to be held by the First Lien Agent as bailee for the Secured Parties pursuant subject to the terms of and conditions of, the Intercreditor Agreement.