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

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Goods; (m) all Instruments; (ln) all Inventory; (mo) all Investment Property; (np) all Letter-of-Credit Rights; (o) all Money; (pq) all Patents; (qr) all Patent Licenses; (rs) all Pledged Equity; (st) all Software; (tu) all Supporting Obligations; (uv) all Trademarks; (vw) all Trademark Licenses; (x) all books and records related to the Collateral; and (wy) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, that upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative AgentServicer, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Goods; (m) all Instruments; (ln) all Inventory; (mo) all Investment Property; (np) all Letter-of-Credit Rights; (o) all Money; (pq) all Patents; (qr) all Patent Licenses; (rs) all Pledged Equity; (st) all Software; (tu) all Supporting Obligations; (uv) all Trademarks; (vw) all Trademark Licenses; (x) all books and records related to the Collateral; and (wy) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, that upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative AgentServicer, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParty, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; A (d) all Copyrightsas updated from time to time); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoing. Notwithstanding anything foregoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the contrary contained herein, the security interests granted under this Agreement shall not extend power to any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security transfer interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereundertherein. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured Obligations, Party hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParty, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrightswhich shall be identified in a writing promptly delivered by such Grantor to the Secured Party); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoing. Notwithstanding anything foregoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the contrary contained herein, the security interests granted under this Agreement shall not extend power to any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security transfer interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereundertherein. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured Obligations, Party hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (i) Excluded Property and (ii) any Excluded PropertyGeneral Intangible, permit, lease, license, contract or Instrument of an Obligor if the grant of a security interest in such General Intangible, permit, lease, license, contract or Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all InstrumentsGoods; (l) all Instruments; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (op) all Money; (pq) all Patents; (qr) all Patent Licenses; (rs) all Pledged Equity; (st) all Software; (tu) all Supporting Obligations; (uv) all Trademarks; (vw) all Trademark Licenses; and (wx) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any to, and the definition of “Collateral” shall not include, Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c5.20(e) hereto; to the Credit Agreement (d) all Copyrightsas updated from time to time in accordance with the Credit Agreement); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Payment Intangibles; (p) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoingforegoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (a) Excluded Property or (b) any Excluded Property; provided thatGeneral Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the occurrence giving of an notice or the lapse of time or both); provided, further that (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event that renders property of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to no longer constitute Excluded Propertythe extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Instruments; (lm) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (a) any Excluded Propertylease, license, contract or other agreement of an Obligor if the grant of a security interest in such lease, license, contract or other agreement in the manner contemplated by this Agreement is prohibited under the terms of such lease, license, contract or other agreement or under applicable Law or would result in default thereunder, the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (i) any such limitation described in the foregoing clause (a) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in such lease, license, contract or other agreement or applicable Law to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property lease, license, contract or other agreement shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder, (b) the Olive Branch Property and (c) any Capital Securities of the Excluded Subsidiary. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Instruments; (lm) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, upon Property and the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property term “Collateral” shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunderlimited accordingly. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all InstrumentsGoods; (l) all Instruments; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (op) all Money; (pq) all Patents; (qr) all Patent Licenses; (rs) all Pledged Equity; (st) all Software; (tu) all Supporting Obligations; (uv) all Trademarks; (vw) all Trademark Licenses; and (wx) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. For avoidance of doubt, the parties acknowledge that each Specified Guarantor is only granting a security interest in the Pledged Equity that is owned by such Specified Guarantor (including the Pledged Equity set forth on Schedule 1(b)) and any Proceeds of such Pledged Equity, and that such Specified Guarantor is not granting a security interest under this Agreement with respect to any other assets or property of such Specified Guarantor. The representations, warranties and covenants of the Obligors set forth in this Agreement that relate to the Collateral shall only apply, in the case of the Specified Guarantors, to the Pledged Equity pledged by the Specified Guarantors under this Agreement.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative AgentLender, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c5.19(e) hereto; to the Credit Agreement (d) all Copyrightsas updated from time to time in accordance with the Credit Agreement); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoingforegoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any (a) Excluded Property, (b) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (c) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Law; provided thatthat upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided, further that (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative AgentLender, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto2 hereto as it may be supplemented from time to time; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged EquityPayment Intangibles; (s) all Pledged Equity; (t) all Software; (tu) all Supporting Obligations; (uv) all Trademarks; (vw) all Trademark Licenses; (x) all Technology; (y) all Technology Licenses; and (wz) all Accessions and all Proceeds of any and all of the foregoing. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that an Obligor may from time to time hereafter deliver additional Equity Interests to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Equity Interests shall be deemed to be part of the Pledged Equity of such Obligor and shall be subject to the terms of this Agreement whether or not Schedule 1 hereto is amended to refer to such additional Equity Interests. Notwithstanding anything to the contrary contained herein, (A) the security interests granted under this Agreement shall not extend to, and the Collateral shall not include (collectively, the “Excluded Collateral”): (1) (x) any General Intangible, permit, lease, license, contract or other instrument of an Obligor if the grant of a security interest in such General Intangible, permit, lease, license, contract or other instrument in the manner contemplated by this Agreement is prohibited under the terms of such General Intangible, permit, lease, license, contract or other instrument and would result in the termination thereof or give the other parties thereto (other than the Borrower or any of its wholly-owned Restricted Subsidiaries) the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) and (y) any Excluded Propertyproperty if the grant of a security interest in such property is prohibited, or requires the consent of a Governmental Authority, under Applicable Law; provided thatthat (i) any such limitation described above on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other Applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any Applicable Law, General Intangible, permit, lease, license, contract or other instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property property, General Intangible, permit, lease, license, contract or other instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder; (2) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed); (3) Equipment owned by any Obligor that is subject to a purchase money Lien or a Capitalized Lease if the contract or other agreement in which such Lien is granted (or in the documentation providing for such Capitalized Lease) prohibits or requires the consent of any Person other than the Borrower and its Affiliates as a condition to the creation of any other Lien on such Equipment, (4) any asset subject to a Permitted Lien incurred pursuant to clause (m) or (v) of Section 9.1 of the Credit Agreement, to the extent the grant of a security interest in such asset is prohibited by a contract with a customer of an Obligor (including any Governmental Party) with respect to such asset and until the release or termination of such Lien in favor of the lienholder in respect of such asset, (5) Excluded Pledged Equity, (6) any treasury stock of the Borrower or other margin stock (within the meaning of Regulation U issued by the Federal Reserve Board), in each case, unless the Lenders have made any necessary filings with the Federal Reserve Board in connection therewith, (7) interests in partnerships, joint ventures and non-wholly-owned subsidiaries to the extent prohibited by the terms of any applicable organizational document, joint venture, partnership or shareholders’ agreement or debt instruments of such entity (in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law), (8) motor vehicles and other assets subject to certificates of title to the extent a Lien thereon cannot be perfected by the filing of UCC financing statements in the applicable Obligor’s jurisdiction of incorporation or organization, (9) any property that would otherwise be included in the Collateral if and to the extent such property consists of segregated deposits permitted by clause (e), (f) or (t) of Section 9.1 of the Credit Agreement to the extent the grant of a security interest in such deposit is prohibited by a third party contract governing such deposit or applicable law, (10) any asset subject to a Lien permitted by clause (i) or (j) of Section 9.1 of the Credit Agreement, if and for so long as the contractual obligation governing such Lien prohibits the Lien of this Agreement from applying to such assets and (11) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts; and (B) no mortgages shall be required with respect to owned or leased real property. Notwithstanding anything to the contrary herein, the Obligors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Collateral (but only for so long as it remains Excluded Collateral). The Obligors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an a present assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative AgentLender, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; 3 to the Perfection Certificate (d) all Copyrightsas updated from time to time in accordance with the Credit Agreement); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoingforegoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any (a) Excluded Property, (b) any General Intangible, permit, lease, license, contract or other Instrument, and the Equipment or Goods the subject thereof, of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both), (c) any assets of any Foreign Subsidiary (or any Subsidiary thereof) or (d) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Law; provided thatthat upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1051 (or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided, further that (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative AgentLender, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights3; (e) all Copyright Licenses; (f) all Deposit Accounts; (f) all Documents (other than title documents with respect to vehicles); (g) all DocumentsEquipment; (h) all EquipmentFixtures; (i) all FixturesGeneral Intangibles; (j) all General IntangiblesGoods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (wv) all Accessions and all Proceeds (including Stock Rights) and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunderAssets. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParty, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; A (d) all Copyrightsas updated from time to time); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoing. Notwithstanding anything foregoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the contrary contained herein, the security interests granted under this Agreement shall not extend power to any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security transfer interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereundertherein. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured Obligations, Party hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth identified on Schedule 2(c) hereto); (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all InstrumentsGoods; (l) all Instruments; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (op) all Money; (pq) all Patents; (qr) all Patent Licenses; (rs) all Payment Intangibles; (t) all Pledged Equity; (su) all Software; (tv) all Supporting Obligations; (uw) all Trademarks; (vx) all Trademark Licenses; and (wy) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to to, and the defined term “Collateral” shall not include, any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising arising, and (ii) is not to and shall not be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Collateral Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; 3 to the Perfection Certificate (d) all Copyrightsas updated from time to time in accordance with the Credit Agreement); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property and Intellectual Property Licenses; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Collateral; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoingforegoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided thatprovided, that with respect to any property constituting Excluded Property described in clause (d) of the definition thereof, in the event of the termination or elimination of any prohibition or right or requirement for any consent or other limitation with respect to such property as set forth in such clause (d), to the extent sufficient to permit any such property to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent or such other limitation, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder, and such property shall no longer constitute “Excluded Property” hereunder or under the other Loan Documents. The Obligors Grantors and the Administrative Collateral Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing existing, or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) (i) all Accounts; , (bii) all Chattel Paper; , (ciii) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; hereto (das updated from time to time in accordance with the terms hereof), (iv) all Commodity Accounts, (v) all Copyrights; , (evi) all Copyright Licenses; , (fvii) all Deposit Accounts; , (gviii) all Documents; , (hix) all Equipment; , (ix) all Fixtures; , (jxi) all General Intangibles; , (kxii) all Instruments; , (lxiii) all Inventory; , (mxiv) all Investment Property; , (nxv) all Letter-of-Credit Rights; , (oxvi) all Money; , (pxvii) all Patents; , (qxviii) all Patent Licenses; , (rxix) all Pledged Equity; , (sxx) all Software; , (txxi) all Supporting Obligations; , (uxxii) all Trademarks; , (vxxiii) all Trademark Licenses, and (xxiv) all Accessions; and (wb) all Accessions and all Proceeds of any and all of the foregoingforegoing referred to in clause (a) above. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to to, and the Collateral shall not include, any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Collateral Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral Collateral: (iA) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising arising; and (iiB) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks Trademarks, or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative AgentLender, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c5.20(e) hereto; to the Credit Agreement (d) all Copyrightsas updated from time to time in accordance with the Credit Agreement); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all InventoryIntellectual Property; (m) all Investment PropertyInventory; (n) all Investment Property (subject to the applicable limitations set forth in the definition of Pledged Equity); (o) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoingforegoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (a) Excluded Property (including, without limitation, any Excluded PropertyEquity Interests of Subsidiaries not constituting Pledged Equity as provided in the definition thereof), (b) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (c) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Law; provided thatthat upon submission and acceptance by the USPTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided, further that (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights is not rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative AgentLender, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative AgentSecured Party, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or hereafter owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all cash and currency; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c2(d) attached hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Instruments; (lm) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged EquitySoftware; (s) all SoftwarePledged Equity; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained hereinin any Loan Document, the security interests granted under this Agreement shall not extend to to, and the Collateral shall not include, any (i) Excluded Property, and (ii) General Intangible, permit, lease, license, contract or other Instrument of an Obligor if the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative AgentSecured Party, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (i) any Excluded Propertyproperty which, subject to the terms of Section 8.08 of the Credit Agreement, is subject to a Lien of the type described in Sections 8.02(c), 8.02(d) and 8.02(m) of the Credit Agreement pursuant to documents which prohibit such Obligor from granting any other Liens in such property and (ii) any General Intangible, permit, lease, license, contract, Instrument or other agreement of an Obligor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract, Instrument or other agreement in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited or would give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all cash and currency; (c) Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Goods; (m) all Instruments; (ln) all Inventory; (mo) all Investment Property; (np) all Letter-of-Credit Rights; (o) all Money; (pq) all Patents; (qr) all Payment Intangibles; (s) all Patent Licenses; (rt) all Pledged Equity; (su) all Software; (tv) all Supporting Obligations; (uw) all Trademarks; (vx) all Trademark Licenses; (y) all books and records related to any of the foregoing; and (wz) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the following shall not be deemed Collateral hereunder and the security interests granted under this Agreement shall not extend to (i) the Excluded Property and (ii) any Excluded Property; provided that, upon property for which the occurrence cost or other negative consequence to the applicable Obligor of an event that renders property to no longer constitute Excluded Property, granting a security interest therein has been determined by the Collateral Agent, in its reasonable discretion after consultation with the Borrowers, to be excessive in relation to the value of the collateral security afforded thereby; provided that such property shall be automatically and simultaneously granted hereunder and shall be included as determination has been confirmed in writing from the Collateral hereunderAgent to the Obligors. The Obligors and the Administrative Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (iA) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iiB) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Collateral Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, but subject to the "next paragraph, the “Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; 1 hereto (d) all Copyrightsas updated from time to time in accordance with the terms hereof); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoing; and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests interest granted under this Agreement shall not extend to to, and the term “Collateral” shall not include, any of the following (collectively, the “Excluded Property; provided ”): (a) any Equity Interests held from time to time by any Grantor in Clean Coal Solutions, LLC (but only for so long as the consent of any Person that is not a Loan Party is required in order to permit such Equity Interests to be pledged hereunder or to permit the Collateral Agent’s exercise of remedies hereunder with respect to such Equity Interests), (b) any cash or cash equivalents on deposit from time to time with the applicable letter of credit issuer as collateral in respect of any Cash Secured Letter of Credit permitted by the Credit Agreement (but only for so long as such cash or equivalents are held by such letter of credit issuer), (c) any General Intangible, permit, lease, license, agreement, contract or Instrument of a Grantor, or any other property of a Grantor, in each case to the extent the grant of a security interest in such General Intangible, permit, lease, license, agreement, contract, Instrument or other property, in the manner contemplated by this Agreement, is prohibited under applicable Law or would violate such lease, license, agreement, contract or Instrument or invalidate or result in the termination thereof or of the relevant property, or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both), or require any consent or approval not obtained of any Governmental Authority or any counterparty to such lease, license, agreement, contract or Instrument, (d) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Law, provided that upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) or any successor provision, such intent-to-use trademark application shall be considered Collateral, (f) any interest in real property other than in respect of Material Real Property; (g) any property subject to a Permitted Lien in respect of any purchase money security interest or capitalized lease or similar interest, so long as the documentation for such Permitted Lien prohibits the grant of a security interest on the relevant property in the manner contemplated by this Agreement; or (h) (x) any of the Equity Interests in ADA Analytics Israel and (y) more than 65% of the voting Equity Interests in ADA Analytics US (but, for the avoidance of doubt, 100% of any non-voting Equity Interests therein shall be pledged as Collateral), in each case, only for so long as ADA Analytics Israel is a Foreign Subsidiary and ADA Analytics US is a disregarded entity for federal income Tax purposes that owns ADA Analytics Israel (and if any of such conditions cease to be true, the Grantors shall take such actions as may be requested by the Required Lenders in order to cause the Equity Interests in such Subsidiaries to become Collateral); provided, further that (i) any such limitation described in the foregoing clause (c) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights is not rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws),(ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder, (iii) in no event will any Grantor’s rights under or respect to the License Agreement (including the right to receive any and all payments thereunder) be deemed to be Excluded Property and (iv) in no event will any Equity Interests in CCSS owned by a Grantor be deemed to be Excluded Property. The Obligors Grantors and the Administrative Collateral Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising arising, and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor the Borrower hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor the Borrower in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) heretoall Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) all CopyrightsFarm Products; (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesSecurities Accounts; (r) all Pledged EquitySoftware; (s) all Software; (t) all Supporting Obligations; (t) all Vehicles; (u) all Trademarksbooks and records pertaining to the Collateral; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds and products of any and all of the foregoing. Notwithstanding anything foregoing and (w) all other personal property of any kind or type whatsoever now or hereafter owned by the Borrower or as to which the contrary contained herein, Borrower now or hereafter has the security interests granted under this Agreement shall not extend power to any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security transfer interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereundertherein. The Obligors Borrower and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licensesarising.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency, money and Cash Equivalents; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) heretoall Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) all CopyrightsCommercial Tort Claims (including, without limitation, those set forth on Schedule 5.21(e) to the Credit Agreement (as updated from time to time in accordance with the Credit Agreement)); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (g) all Equipment and machinery; (h) all EquipmentFixtures; (i) all FixturesGeneral Intangibles; (j) all General IntangiblesGoods; (k) all Instruments; (l) all Inventory; (m) all Investment Property, Securities and Financial Assets; (n) all Letter-of-Credit Rights; (o) all MoneyPayment Intangibles, any and all contract rights or rights to the payment of money, all insurance claims and proceeds, all tort claims, all hedge agreements, all indemnification rights and all tax refunds; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (sq) all Securities Accounts; (r) all Software; (ts) all Supporting Obligations; (t) all Vehicles; (u) all Trademarksbooks and records pertaining to the Collateral; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds and products of any and all of the foregoing; and (w) all other personal, real or fixture property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer an interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under in Section 2 of this Agreement shall not extend to to, and the term “Collateral” shall not include, any Excluded Property; provided thatprovided, upon however, that if and to the occurrence of an event extent that renders any property shall not constitute, or cease to no longer constitute be, Excluded Property, a the Lien and security interest in granted pursuant to Section 2 of this Agreement shall immediately, and without the need for further action of any Grantor or any other Person, attach to such property property, which shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunderthereupon form part of the Collateral. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment assignment, license or encumbrance of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing lien on and security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts, including without limitation those set forth on Schedule 2(f) hereto; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General IntangiblesIntangibles (including, without limitation, fishing permits); (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents, including without limitation those set forth on Schedule 2(p) hereto; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Real Estate Leases; (t) all Software; (tu) all Supporting Obligations; (uv) all Trademarks, including without limitation those set forth on Schedule 2(v) hereto; (vw) all Trademark Licenses; and (wx) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (i) Excluded Property and (ii) any Excluded PropertyGeneral Intangible, permit, lease, license, contract or other Instrument of an Obligor if the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c2(d) hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Goods; (m) all Instruments; (ln) all Inventory; (mo) all Investment Property; (np) all Letter-of-Credit Rights; (o) all Money; (pq) all Patents; (qr) all Patent Licenses; (rs) all Pledged Equity; (st) all Software; (tu) all Supporting Obligations; (uv) all Trademarks; (vw) all Trademark Licenses; (x) all books and records related to the Collateral; and (wy) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, (A) the security interests granted under this Agreement shall not extend to any Excluded Property; provided Property and (B) the Administrative Agent, on behalf of itself and the holders of the Secured Obligations, acknowledges and agrees that, upon solely to the extent required by any applicable Law or one or more Governmental Authorities or any Applicable Insurance Regulatory Authority, the ownership of the Capital Stock of an Insurance Subsidiary (in each case, “Specified Shares”) and voting rights in any Specified Shares, shall remain with the Parent even if an Event of Default has occurred and is continuing, unless (i) the applicable Governmental Authority or Applicable Insurance Regulatory Authority shall have given its prior consent (solely to the extent such consent is required by applicable Law) to the change in ownership of Specified Shares by transfer to an acquirer whether by purchase at a public or private sale of Specified Shares or by merger or other transfer effecting a change in ownership in any Specified Shares, or to the exercise of such rights to effect a change in ownership of Specified Shares by the Administrative Agent, any holder of the Secured Obligations, a receiver, trustee, conservator or other agent or designee duly appointed in accordance with applicable Law or (ii) the transferee of Specified Shares is approved (solely to the extent such approval is required by applicable Law) as the owner of Specified Shares pursuant to applicable rules and regulations of the applicable Governmental Authority or Applicable Insurance Regulatory Authority. To enforce the provisions of this subsection, the Obligors acknowledge and agree that the Administrative Agent may request, and the Obligors hereby authorize and consent to the Administrative Agent requesting, the appointment of a receiver from any court of competent jurisdiction. To the extent permitted by applicable Law, the Obligors acknowledge and agree that the Administrative Agent may instruct, and the Obligors authorize and consent to the Administrative Agent providing such instruction to, such receiver to seek from the applicable Governmental Authority or Applicable Insurance Regulatory Authority a transfer of Specified Shares for the purpose of seeking a purchaser or other transferee to whom it will ultimately be transferred. Upon the occurrence and during the continuance of an event that renders property Event of Default, at the Administrative Agent’s request, the Parent shall promptly use its commercially reasonable efforts to no longer constitute Excluded Propertycooperate in obtaining the consent or approval of any applicable Governmental Authority or Applicable Insurance Regulatory Authority, a security interest in if required, for any action or transactions contemplated hereby, including, without limitation, the preparation, execution and filing with such property shall be automatically Governmental Authority or Applicable Insurance Regulatory Authority of the assignor’s or transferor’s portion of any application for consent or approval to the transfer of Specified Shares necessary or appropriate under the applicable Governmental Authority or Applicable Insurance Regulatory Authority’s rules and simultaneously granted hereunder and shall be included as Collateral hereunderregulations for approval of the transfer or assignment of any portion of Specified Shares. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c8.1.27(e) hereto; to the Credit Agreement (d) all Copyrightsas updated from time to time in accordance with the Credit Agreement); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoingforegoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any (a) Excluded Property, (b) the Excluded Brainerd Site and the Excluded Timberlands Parcels, (c) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (d) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Law; provided thatthat upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided, further that (i) any such limitation described in the foregoing clause (c) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law CHI:2851193.2 (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsLender, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (i) any Excluded Propertyproperty which is subject to a lien of the type described in [Section 7.6(d)] of the Loan Agreement pursuant to documents which prohibit such Obligor from granting any other liens in such property and (ii) any General Intangible, permit, lease, license, contract or other Instrument of an Obligor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law (including bankruptcy laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, Lender hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all cash and currency; (c) Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Goods; (m) all Instruments; (ln) all Inventory; (mo) all Investment Property; (np) all Letter-of-Credit Rights; (o) all Money; (pq) all Patents; (qr) all Payment Intangibles; (s) all Patent Licenses; (rt) all Pledged Equity; (su) all Software; (tv) all Supporting Obligations; (uw) all Trademarks; (vx) all Trademark Licenses; (y) all books and records related to any of the foregoing; and (wz) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the following shall not be deemed Collateral hereunder and the security interests granted under this Agreement shall not extend to (a) the Excluded Property and (b) any Excluded Property; provided that, upon property for which the occurrence of an event that renders property cost or other negative consequence to no longer constitute Excluded Property, the applicable Obligor for granting a security interest therein has been determined by the Collateral Agent, in its reasonable discretion after consultation with the Borrowers, to be excessive in relation to the value of the collateral security afforded thereby; provided that such property shall be automatically and simultaneously granted hereunder and shall be included as determination has been confirmed in writing from the Collateral hereunderAgent to the Obligors. The Obligors and the Administrative Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c5.21(e) hereto; to the Credit Agreement (d) all Copyrightsas updated from time to time in accordance with the Credit Agreement); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoingforegoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any (a) Excluded Property, (b) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (c) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Law; provided thatthat upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) or any successor provision, such intent-to-use trademark application shall be considered Collateral; provided, further that (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby pledges, assigns and grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Instruments; (lm) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; (w) all Goods; and (wx) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (i) any Excluded PropertyEquity Interests in Subsidiaries of the Borrower other than Pledged Equity; (ii) any property which, subject to the terms of Section 8.09 of the Credit Agreement, is subject to a Lien of the type described in Section 8.01(i) of the Credit Agreement pursuant to documents which prohibit such Obligor from granting any other Liens in such property and (iii) any General Intangible, permit, lease, license, contract or other Instrument of an Obligor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (a) any such limitation described in the foregoing clause (iii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each the Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such the Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c2(d) hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Instruments, including the Pledged Notes; (lm) all Inventory; (mn) all Investment Property, including the Pledged Equity; (no) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (a) Excluded Property and (b) any Excluded Propertylease, license, contract or other agreement (other than Intercompany Debt Documents) of the Obligor if the grant of a security interest in such lease, license, contract or other agreement in the manner contemplated by this Agreement is prohibited under the terms of such lease, license, contract or other agreement or under applicable Law or would result in default thereunder, the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter the Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in such lease, license, contract or other agreement or applicable Law to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property lease, license, contract or other agreement shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Obligor and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants grants, pledges and assigns to the Administrative Agent, for the benefit of the holders of the Secured ObligationsCreditors, a continuing security interest in, and a right to set set-off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) [Reserved]; all Chattel Paper; (c) those certain Commercial Tort Claims set forth identified on Schedule 2(c2(d) attached hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Goods; all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting ObligationsObligations in respect of other Collateral; (u) all Trademarks; (v) all Trademark Licenses; and (w) all to the extent not otherwise included, Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to (i) any Excluded Property; , (ii) any lease, license or other contract, or any other right thereunder, if the grant of a security interest in such lease, license or contract or right thereunder in the manner contemplated by this Security Agreement is prohibited by the terms of such lease, license, contract or right or by law or would result in the termination of such lease, license, or contract or right, but only to the extent that any such prohibition is not rendered ineffective pursuant to the UCC or any other applicable law (including any Debtor Relief Laws) and provided that, upon that in the occurrence event of an event that renders property the termination or elimination of any such prohibition to no longer constitute Excluded Propertythe extent sufficient to permit any such item to become Collateral hereunder, a security interest in such property lease, license or contract or right thereunder shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunderhereunder or (iii) all Excluded Accounts except to the extent constituting or containing proceeds of Collateral. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsCreditors, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to and shall not be construed as an a present assignment of title to any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Collateral Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, but subject to the "next paragraph, the “Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; 1 hereto (d) all Copyrightsas updated from time to time in accordance with the terms hereof); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoing; and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests interest granted under this Agreement shall not extend to to, and the term “Collateral” shall not include, any of the following (collectively, the “Excluded Property; provided that”): (a) any Equity Interests held from time to time by any Grantor in Clean Coal Solutions, upon LLC (but only for so long as the occurrence consent of an event any Person that renders property is not a Loan Party is required in order to no longer constitute Excluded Property, a security interest in permit such property shall Equity Interests to be automatically and simultaneously granted pledged hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in or to permit the Collateral Agent’s exercise of remedies hereunder with respect to such Equity Interests), (ib) constitutes continuing any cash or cash equivalents on deposit from time to time with the applicable letter of credit issuer as collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment in respect of any CopyrightsCash Secured Letter of Credit permitted by the Credit Agreement (but only for so long as such cash or equivalents are held by such letter of credit issuer), Copyright Licenses(c) any General Intangible, Patentspermit, Patent Licenseslease, Trademarks or Trademark Licenses.license, agreement, contract

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the permitted holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Instruments; (lm) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby pledges and grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a Lien on and a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, wherever located and whether now owned or existing or owned, acquired, or arising hereafter from time to time (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c5.21(e) hereto; to the Loan Agreement (d) all Copyrightsas updated from time to time in accordance with the Loan Agreement); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit and Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks[reserved]; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoing; (x) Vintage Stock Acquisition Agreement rights pursuant to the Collateral Assignment of Vintage Stock Acquisition Agreement; (y) key-man life insurance policy rights pursuant to the Key-Man Collateral Assignment Agreements; and (z) all other assets or personal property of any kind or type whether tangible or intangible whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests and Liens granted under this Agreement shall not extend to to, and the term “Collateral” shall not include, any Excluded Property, and to the extent that any Collateral later becomes Excluded Property, the Lien and security interest granted hereunder will automatically be deemed to have been terminated and released; provided further that, upon the occurrence of an event that renders if and when any property shall cease to no longer constitute be Excluded Property, a Lien on and security interest in such property shall automatically be automatically and simultaneously deemed granted hereunder and shall be included as Collateral hereundertherein. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Instruments; (lm) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; (w) all rights, benefits and payments under the School Purchase Documents; and (wx) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative AgentLender, for the benefit of the holders of the Secured Obligations, a continuing lien on and security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General IntangiblesIntangibles (including, without limitation, fishing permits); (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Real Estate Leases; (t) all Software; (tu) all Supporting Obligations; (uv) all Trademarks; (vw) all Trademark Licenses; and (wx) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (i) Excluded Property and (ii) any Excluded PropertyGeneral Intangible, permit, lease, license, contract or other Instrument of an Obligor if the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor the Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor the Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all AccountsAccounts and all Supporting Obligations, Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper), Instruments and Letter-of-Credit Rights in respect thereof or relating thereto (collectively, “Receivables”); (b) all Chattel Papercash, currency and Cash Equivalents; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (rd) all Pledged Equity; (se) all SoftwareSecurities Accounts and all Financial Assets maintained in such Securities Accounts; (tf) all Supporting ObligationsInvestment Property, including without limitation all REPO Fund Assets; (ug) all Trademarks; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (wh) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to: (i) any Receivable of the Grantor to any Excluded Property; provided thatthe extent the grant of a security interest in such Receivable in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter the Grantor’s rights, titles and interests thereunder (including upon the occurrence giving of an notice or the lapse of time or both); provided, that (A) any such limitation described in the foregoing clause on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (B) in the event that renders property of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, Receivable, to no longer constitute Excluded Propertythe extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such property Receivable shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. ; (ii) any Excluded Account; (iii) assets and personal property for which a pledge thereof or a security interest therein is prohibited by applicable Laws; or (iv) any minority interest in equity securities (other than REPO Fund Assets) or (v) upon the written request of the Grantor, assets to which the cost of obtaining a security interest or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby, as determined by the Administrative Agent in its reasonable discretion in consultation with the Grantor (collectively, the “Excluded Assets”) The Obligors Grantor and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licensesarising.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor of the Grantors hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest inin and pledges and assigns to the Collateral Agent, and together with a right to set off against, any the following property, assets and all right, title and interest of such Obligor in and to all rights of the followingGrantor, wherever located, whether now owned or existing or owned, acquired, hereafter acquired or arising hereafter (including all proceeds and products, collectively, the "“Collateral"”): (a) all Accounts; (b) all cash and currency; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Instruments; (lm) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged EquitySoftware; (s) all Software; (t) all Supporting Obligations; (ut) all Trademarks; (vu) all Trademark Licenses; (v) all other personal property of whatever type or description; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (i) any equity interests pledged as collateral under the Pledge Agreement (which interests shall be subject to the terms and provisions thereof), (ii) any equity interests in Foreign Subsidiaries that are not required to be pledged as collateral, and (iii) any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Instruments; (lm) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, upon Property and the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property term "Collateral" shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunderlimited accordingly. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Goods; (m) all Instruments; (ln) all Inventory; (mo) all Investment Property; (np) all Letter-of-Credit Rights; (o) all Money; (pq) all Patents; (qr) all Patent Licenses; (rs) all Pledged Equity; (st) all Software; (tu) all Supporting Obligations; (uv) all Trademarks; (vw) all Trademark Licenses; (x) all books and records related to the Collateral; and (wy) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, (x) the security interests granted under this Agreement shall not extend to any Excluded Property and (y) the term “Collateral” shall be deemed not to include any Excluded Property; provided that, that upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c5.21(e) hereto; to the Credit Agreement (d) all Copyrightsas updated from time to time in accordance with the Credit Agreement); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoingforegoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any (a) Excluded Property, (b) the Excluded Brainerd Site and the Excluded Timberlands Parcels, (c) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (d) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Law; provided thatthat upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided, further that (i) any such limitation described in the foregoing clause (c) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item CHL:82678.6 to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all cash and currency; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 1 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Instruments; (lm) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged EquitySoftware; (s) all Software; (t) all Supporting Obligations; (ut) all Trademarks; (vu) all Trademark Licenses; and (wv) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (a) any Excluded Propertyproperty which, subject to the terms of Section 8.09 of the Credit Agreement, is subject to a Lien of the type described in Section 8.01(i) of the Credit Agreement pursuant to documents which prohibit such Obligor from granting any other Liens in such property, and (b) any lease, license, contract or other agreement of an Obligor if the grant of a security interest in such lease, license, contract or other agreement in the manner contemplated by this Agreement is prohibited under the terms of such lease, license, contract or other agreement or under applicable Law or would result in default thereunder, the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor's rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in such lease, license, contract or other agreement or applicable Law to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property lease, license, contract or other agreement shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, stated maturity, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants unconditionally grants, assigns and pledges to the Administrative Agent, for the benefit of the holders of the Secured Obligations, Lender a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter and wherever located (collectively, the "“Collateral"”): (a) all Accounts other than Excluded Accounts; (b) all Chattel Paper other than Excluded Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c5(c) heretohereto or described in any notice sent pursuant to Section 8(i) of this Agreement; (d) all CopyrightsDocuments; (e) all Copyright LicensesEquipment; (f) all Deposit AccountsFixtures; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (kh) all Instruments other than Excluded Instruments; (lj) all Intellectual Property, (k) all Inventory; (ml) all Investment Property; (nm) all Letter-of-Credit Rights; (on) all Money other than Excluded Money; (p) all Patents; (q) all Patent Licenses; (ro) all Pledged Equity; (sp) all Receivables, including, without limitation, Receivables payable to Borrower pursuant to the MWI Settlement Agreement, but excluding the Excluded Receivables; (q) all owned or leased real property, (r) all Software; (ts) all Supporting Obligations; (ut) all Trademarks; (v) all Trademark Licensesother personal property not otherwise described above that is not Excluded Property; and (wu) all Accessions and all Proceeds and products of any and all of the foregoing, including all collateral security and guarantees given by any Person with respect to any of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend or attach to any Excluded Property; provided that, upon Property or the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunderProceeds thereof. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, Lender hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Recourse to security shall not be required for any Secured Obligation, and each Obligor hereby waives any requirement that Lender exhaust any right or take any action against any of the Collateral before proceeding to enforce the Secured Obligations against such Obligor.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and cash equivalents (including Permitted Investments); (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all CopyrightsI; (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (i) all Fixtures; (jh) all General Intangibles; (i) all Goods; (j) all Instruments; (k) all InstrumentsIntellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit RightsRights and letters of credit; (o) all MoneyPayment Intangibles; (p) all PatentsSecurities Accounts; (q) all Patent LicensesSoftware; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (us) all Trademarksbooks and records pertaining to the Collateral; (v) all Trademark Licenses; and (wt) all Accessions and all Proceeds and products of any and all of the foregoing; and (u) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer any interest therein. Notwithstanding anything to the contrary contained herein, the Collateral, and the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all InstrumentsGoods; (l) all Instruments; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (op) all Money; (pq) all Patents; (qr) all Patent Licenses; (rs) all Pledged Equity; (st) all Software; (tu) all Supporting Obligations; (uv) all Trademarks; (vw) all Trademark Licenses; and (wx) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, upon the occurrence of an any event that renders any property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative AgentLender, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c5.20(e) hereto; to the A&R Credit Agreement (d) all Copyrightsas updated from time to time in accordance with the A&R Credit Agreement); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all InventoryIntellectual Property; (m) all Investment PropertyInventory; (n) all Investment Property (subject to the applicable limitations set forth in the definition of Pledged Equity); (o) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoingforegoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (a) Excluded Property (including, without limitation, any Excluded PropertyEquity Interests of Subsidiaries not constituting Pledged Equity as provided in the definition thereof), (b) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (c) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Law; provided thatthat upon submission and acceptance by the USPTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided, further that (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights is not rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative AgentLender, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether at stated maturity, by lapse of time, acceleration, by mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged EquityPayment Intangibles; (s) all Pledged Equity; (t) all Software; (tu) all Supporting Obligations; (uv) all Trademarks; (vw) all Trademark Licenses; and (wx) all Accessions to and all Proceeds of any and all of the foregoing. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that an Obligor may from time to time hereafter deliver additional Equity Interests to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Equity Interests shall be deemed to be part of the Pledged Equity of such Obligor and shall be subject to the terms of this Agreement whether or not Schedule 1 hereto is amended to refer to such additional Equity Interests. Notwithstanding anything to the contrary contained herein, the security interests interest and the right to set off granted under this Agreement shall not extend to to, and the definition of “Collateral” shall not include, any of the following (collectively, the “Excluded Property”): (1) any General Intangible, permit, lease, license, contract or other instrument of any Obligor if the grant of a security interest in such General Intangible, permit, lease, license, contract or other instrument in the manner contemplated by this Agreement, under the terms thereof or under Applicable Law, (x) is prohibited or requires the consent of any Person other than the Borrower and its Affiliates which has not been obtained as a condition to the grant by such Obligor of such security interest, (y) would result in the termination thereof or (z) would give any of the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (i) any such limitation described above on the security interest granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to Part 4 of Article 9 of the UCC or any other Applicable Law (including any Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any Applicable Law, General Intangible, permit, lease, license, contract or other instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and such General Intangible, permit, lease, license, contract or other Instrument shall be included as Collateral hereunder, (2) any Property owned by any Obligor that is subject to a purchase money Lien or a Capital Lease Obligation, in each case, permitted under the Credit Agreement but only so long as the contractual obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease Obligation) prohibits or requires the consent of any Person other than the Borrower and its Affiliates which has not been obtained as a condition to the creation of any other Lien on such Property and only to the extent such prohibition or requirement is not rendered unenforceable or otherwise deemed ineffective by the UCC or any other Applicable Law, (3) any right or interest in executive liability insurance, including, without limitation, directors and officers insurance, employee liability insurance, and any proceeds relating thereto, (4) any “intent to use” Trademark applications for which a statement of use has not been filed and accepted (but only until such statement of use is filed and accepted) (but only if the grant of a security interest in such “intent to use” Trademark applications could result in the voiding, unenforceability, cancellation or invalidity of such Trademark applications pursuant to 15 U.S.C. § 1060), (5) any and all Trademarks and other Intellectual Property bearing the name “Xxxxx” or a variant thereof, (6) any Excluded Account and (7) more than 65% of the outstanding voting Equity Interests of any First Tier Foreign Subsidiary. Notwithstanding the foregoing, “Excluded Property” shall not include proceeds, substitutions or replacements of any Excluded Property unless such proceeds, substitutions or replacements would independently constitute Excluded Property. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all InstrumentsGoods; (l) all Instruments; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (op) all Money; (pq) all Patents; (qr) all Patent Licenses; (rs) all Pledged Equity; (st) all Software; (tu) all Supporting Obligations; (uv) all Trademarks; (vw) all Trademark Licenses; and (wx) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General IntangiblesIntangibles (including, without limitation, fishing permits); (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (i) Excluded Property and (ii) any Excluded PropertyGeneral Intangible, permit, lease, license, contract or other Instrument of an Obligor if the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel PaperEquipment; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) heretoall Inventory; and (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any to, and the Collateral shall not include, Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising arising. Notwithstanding anything in this Agreement to the contrary, (i) neither creation or perfection of pledges of or security interests in, nor the obtaining of legal opinions or other deliverables with respect to, particular assets of any Grantor shall be required, if, and for so long as and to the extent that the Administrative Agent and the US Borrower agree in writing that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, shall be excessive in view of the benefits to be obtained by the holders of the Obligations therefrom, (ii) is not Liens required to be construed granted from time to time shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Third Restatement Date, (iii) no perfection actions shall be required with respect to motor vehicles and other assets subject to certificates of title and (iv) in no event shall notices be required to be sent to contractual third parties prior to an assignment enforcement event following the occurrence and continuation of an Event of Default. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of legal opinions or other deliverables with respect to particular assets by any CopyrightsGrantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents. For the avoidance of doubt, Copyright Licenses, Patents, Patent Licenses, Trademarks no perfection actions shall be required other than the filing of UCC financing statements or Trademark LicensesPPSA financing statements.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, Lender a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c5.17(e) hereto; to the Credit Agreement (d) all Copyrightsas updated from time to time in accordance with the Credit Agreement); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (h) all Equipment; (ig) all Fixtures; (jh) all General Intangibles; (i) all Goods; (j) all Instruments; (k) all InstrumentsIntellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all MoneyPayment Intangibles; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (sq) all Securities Accounts; (r) all Software; (ts) all Supporting Obligations; (ut) all Trademarksbooks and records pertaining to the Collateral; (v) all Trademark Licenses; and (wu) all Accessions and all Proceeds of any and all of the foregoing; and (v) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement and any representations or covenants relating thereto shall not extend to (a) any Excluded PropertyGeneral Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (b) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Law; provided thatthat upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided, further that (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter such Grantor’s rights would not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured Obligations, Lender hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all CopyrightsCopyrights owned by such Obligor; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPatents owned by such Obligor; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksTrademarks owned by such Obligor; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (i) any property which, subject to the terms of Section 6.09 of the Credit Agreement, is subject to a Lien of the type described in Section 6.01(i) of the Credit Agreement pursuant to documents which prohibit such Loan Party from granting any other Liens in such property, (ii) any General Intangible, permit, lease, license, contract or other Instrument of an Obligor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both), (iii) any property qualifying as Excluded PropertyProperty as more particularly described in the Credit Agreement and (iv) any asset or intellectual property if the grant of a security interest in or lien upon such intellectual property would result in the cancellation, voiding, invalidation or impairment of such intellectual property; provided thatthat (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Collateral Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all cash and currency; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Instruments; (lm) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged EquitySoftware; (s) all Software; (t) all Supporting Obligations; (ut) all Trademarks; (vu) all Trademark Licenses; (v) all other personal property of whatever type or description; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (i) any equity interests pledged as collateral under the Pledge Agreement (which interests shall be subject to the terms and provisions thereof), (ii) any equity interests in Foreign Subsidiaries that are not required to be pledged as collateral, and (iii) any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all cash and currency; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (k1) all Instruments; (lm) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (a) any Excluded Property; provided thatAccount, upon (b) any vehicles or rolling stock, (c) unless requested by the occurrence Administrative Agent or the Required Lenders, any IP Rights for which a perfected Lien thereon is not effected either by filing of an event that renders a Uniform Commercial Code financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office, (d) the Equity Interests of any Foreign Subsidiary to the extent not required to be pledged to secure the Obligations pursuant to Section 7.13(a) of the Credit Agreement, (e) any property which, subject to no longer constitute Excluded Propertythe terms of Section 8.09 of the Credit Agreement, is subject to a Lien of the type described in Section 8.01(i) of the Credit Agreement pursuant to documents which prohibit such Obligor from granting any other Liens in such property and (f) any rights or interest in any lease, license, contract or other agreement of any Obligor if the grant of a security interest in such property shall lease, license, contract or other agreement in the manner contemplated by this Agreement is prohibited under the terms of such lease, license, contract or other agreement or under applicable Law or would result in default thereunder, the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both), in each case except to the extent that (i) such prohibition could not be automatically rendered ineffective pursuant to the applicable Uniform Commercial Code or any other applicable Law (including Debtor Relief Laws) or principles of equity and simultaneously granted hereunder and shall be included as Collateral hereunder(ii) such prohibition has not been waived, terminated or eliminated (after the Borrower has used commercially reasonable efforts to obtain such consent upon the request of the Administrative Agent). The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Goods; (m) all Instruments; (ln) all Inventory; (mo) all Investment Property; (np) all Letter-of-Credit Rights; (o) all Money; (pq) all Patents; (qr) all Payment Intangibles; (s) all Patent Licenses; (rt) all Pledged Equity; (su) all Software; (tv) all Supporting Obligations; (uw) all Trademarks; (vx) all Trademark Licenses; (y) all books and records related to any of the foregoing; and (wz) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, upon Property and the occurrence of an event that renders property to no longer constitute term “Collateral” shall not include any Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, Lender a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and cash equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; 2 (d) all Copyrightsas updated from time to time pursuant to Section 4(l)(ii)); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (g) all Equipment, including, without limitation, all Financed Equipment (as defined in the Loan Agreement); (h) all EquipmentFixtures; (i) all FixturesGeneral Intangibles; (j) all General IntangiblesGoods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoingforegoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded PropertyGeneral Intangible, permit, lease, license, contract or other Instrument of an Grantor to the extent that the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (a) any such limitation described in the foregoing clause on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law (including debtor relief laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured Obligations, Lender hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and arising, (iib) is not to be construed as an assignment of any CopyrightsIntellectual Property, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licensesand (c) shall secure all present and future Secured Obligations of any of the Grantors to the Lender.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-of- Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property or Excluded DVU Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General IntangiblesIntangibles (excluding Equity Interests in any Subsidiary except insofar as such Equity Interests constitute Pledged Equity); (k) all Instruments; (l) all Inventory; (m) all Investment PropertyProperty (excluding Equity Interests in any Subsidiary except insofar as such Equity Interests constitute Pledged Equity); (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, (x) the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, upon (y) the occurrence term “Collateral” shall not include any such Excluded Property and (z) the foregoing right of an event that renders property set off is subject to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunderthe provisions of Section 11.08 of the Credit Agreement. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Instruments; (lm) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any to, and the term “Collateral” shall not include, Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c3(k) hereto; hereto (d) all Copyrightsas updated from time to time); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds of any and all of the foregoingforegoing and; (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (a) voting Equity Interests of any Excluded Property“controlled foreign corporation” (as defined in the Code), solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such controlled foreign corporation, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such controlled foreign corporation would result in material adverse tax consequences, (b) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Laws, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Laws (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Laws, such General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder, (c) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Laws; provided that upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) or any successor provision) such intent-to-use trademark application shall be considered Collateral or (d) subject to Section 6.16 of the Credit Agreement, (i) Deposit Accounts the balance of which consists exclusively of (A) withheld income taxes and federal, state or local employment taxes in such amounts as are required in the reasonable judgment of the Grantors to be paid to the Internal Revenue Service or state or local government agencies with respect to current or former employees of any one or more of the Grantors and (B) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 25 10.3-102 on behalf of or for the benefit of employees of one or more Grantors or amounts used for workers’ compensation and similar expenses of one or more Grantors and (ii) all segregated Deposit Accounts constituting (and the balance of which consists solely of funds set aside in connection with) tax accounts, payroll accounts, trust accounts and insurance accounts. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title title, and interest of such Obligor in and to all of the following, whether now owned or existing existing, or owned, acquired, acquired or arising hereafter (collectively, the "“Collateral"”): (a) (i) all Accounts; Accounts (bother than Government Receivables, with the understanding that once such Government Receivables are moved to another Deposit Account pursuant to a Sweep Agreement, such proceeds will constitute Collateral), (ii) all Money, (iii) all Chattel Paper; , (civ) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; , (dv) all Copyrights; , (evi) all Copyright Licenses; , (fvii) all Deposit Accounts; , (gviii) all Documents; , (hix) all Equipment; , (ix) all Fixtures; , (jxi) all General Intangibles; , (kxii) all Goods, (xiii) all Instruments; , (lxiv) all Inventory; , (mxv) all Investment Property; , (nxvi) all Letter-of-Credit Rights; , (o) all Money; (pxvii) all Patents; , (qxviii) all Patent Licenses; , (rxix) all Pledged Equity; , (sxx) all Software; , (txxi) all Supporting Obligations; , (uxxii) all Trademarks; , (vxxiii) all Trademark Licenses, (xxiv) all books and records related to the Collateral, and (xxv) all Accessions; and (wb) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to to, and the term “Collateral” shall not include, any Excluded Property; provided provided, that, upon the occurrence of an event or events that renders result in any such property to no longer constitute constituting Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder hereunder, and such property shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby pursuant to this Agreement in the Collateral Collateral: (iA) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising arising; and (iiB) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks Trademarks, or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor of the Grantors hereby grants to the Administrative Collateral Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) 1 hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all InstrumentsGoods; (l) all Instruments; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (op) all Money; (pq) all Patents; (qr) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; (w) all other personal property of whatever type or description; and (wx) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (i) any Equity Interests pledged as collateral under the Pledge Agreement (which interests shall be subject to the terms and provisions thereof), (ii) any Equity Interests in Foreign Subsidiaries that are not required to be pledged as collateral under the Credit Agreement and the other Loan Documents, and (iii) any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative AgentLender, for the benefit of itself and the holders of the other Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all cash, Cash Equivalents and currency; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c2(d) hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Goods; (m) all Instruments; (ln) all Inventory; (mo) all Investment Property; (np) all Letter-of-Credit Rights; (oq) all Money; (pr) all Patents; (qs) all Patent Licenses; (rt) all Payment Intangibles; (u) all Pledged Equity; (sv) all Software; (tw) all Supporting Obligations; (ux) all Trademarks; (vy) all Trademark Licenses; (z) all books and records relating to any of the foregoing; and (waa) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to to, and the term Collateral shall not include, any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, Lender hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising arising, and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (i) Excluded Property and (ii) any Excluded PropertyGeneral Intangible, permit, lease, license, contract or other Instrument of an Obligor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-of- CHAR1\1795056v6 Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided that. For the avoidance of doubt, upon the occurrence of an event that renders property any and all references to no longer constitute Deposit Accounts (whether singular or plural) shall exclude Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunderAccounts. The Obligors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto2; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Instruments; (lm) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; (w) all books and records related to any of the foregoing; and (wx) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to and the definition of “Collateral” shall not include (i) Excluded Property and (ii) any Excluded PropertyGeneral Intangible, permit, lease, license, contract or other Instrument of an Obligor if the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition is rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunderhereunder upon such termination or elimination of such prohibition or requirement for consent or the grant of such consent. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Anything herein to the contrary notwithstanding, (i) each Obligor shall remain liable under all other contracts, agreements and Instruments included in, giving rise to, creating, establishing, evidencing or relating to the Collateral to the extent set forth therein to perform all of its duties and obligations to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Obligor from any of its duties or obligations under such contracts, agreements or Instruments, and (iii) neither the Administrative Agent nor any Lender shall have any obligation or liability under any such contract, agreement or Instrument by reason of this Agreement, nor shall the Administrative Agent nor any Lender be obligated to perform any of the obligations or duties of any Obligor thereunder or to take any action to collect or enforce any claim for payment or other right or privilege assigned to the Administrative Agent hereunder.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (a) Excluded Property and (b) any Excluded PropertyGeneral Intangible, permit, lease, license, contract or other Instrument of an Obligor if the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (i) any Excluded Propertyproperty which, subject to the terms of Section 8.09 of the Credit Agreement, is subject to a Lien of the type described in Section 8.01(i) of the Credit Agreement pursuant to documents which prohibit such Obligor from granting any other Liens in such property, (ii) any General Intangible, permit, lease, license, contract or other Instrument of an Obligor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors , (iii) any United States trademark application filed on the basis of an Obligor’s intent-to-use such xxxx, in each case, unless and until evidence of the use of such trademark in interstate commerce is submitted to the United States Patent and Trademark Office but only if and to the extent that the granting of a security interest in such application would result in the invalidation of such application or resulting registration, provided, that, to the extent such application is excluded from the Collateral, upon the submission of evidence of use of such trademark to the United States Patent and Trademark Office, such trademark application shall automatically be included in the Collateral, without further action on any party’s part, (iv) any vehicles subject to certificate of title statutes, (v) the Equity Interests of any direct Foreign Subsidiary of any Loan Party to the extent not required to be pledged to secure the Obligations pursuant to Section 7.14(a) of the Credit Agreement, (vi) cash collateral that is the subject of a deposit or pledge constituting a Permitted Lien, but only to the extent the agreements governing such deposit or pledge prohibit the existence of a Lien therein in favor of the Administrative AgentAgent and (vii) any interest in real property (other than Fixtures, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral subject to clause (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licensesabove).

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any to, and the Collateral shall not include, (i) Excluded Property, (ii) prior to the termination of the Existing Synthetic Lease, any “Improvements” or “Appurtenant Rights” that constitute a part of the “Subject Property” (each such term as defined in the Existing Synthetic Lease) and (iii) any General Intangible, permit, lease, license, contract or other Instrument of an Obligor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both), including any intent-to-use applications for Trademarks to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such applications under applicable law; provided thatthat (a) any such limitation described in the foregoing clause (iii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsLender, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Goods; (m) all Instruments; (ln) all Inventory; (mo) all Investment Property; (np) all Letter-of-Credit Rights; (o) all Money; (pq) all Patents; (qr) all Payment Intangibles; (s) all Patent Licenses; (rt) all Pledged Equity; (su) all Securities Entitlements; (v) all Software; (tw) all Supporting Obligations; (ux) all Trademarks; (vy) all Trademark Licenses; (z) all books and records related to any of the foregoing; and (waa) all Accessions and all Proceeds of any and all of the foregoing. As of the Closing Date, the Borrower is the sole Obligor. Notwithstanding anything to the contrary contained hereinherein or any of the Credit Documents, the security interests granted under this Agreement shall not extend to (a) any Excluded Property; provided that, that upon the occurrence of an event or events that renders result in any such property to no longer constitute constituting Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder hereunder, and such property shall be included as Collateral hereunder, or (b) any personal property of any Regulated Subsidiary. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, Lender hereby acknowledge and agree that the security interest created hereby in the Collateral (iA) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iiB) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c5.21(e) hereto; to the Credit Agreement (d) all Copyrightsas updated from time to time in accordance with the Credit Agreement); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoingforegoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (a) Excluded Property or Excluded Accounts, (b) any Excluded PropertyGeneral Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (c) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Law; provided thatthat upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) or any successor provision, such intent-to-use trademark application shall be considered Collateral; provided, further that (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Parity Lien Obligations, each Obligor hereby grants to the Administrative AgentCollateral Trustee, for the benefit of the holders of the Parity Lien Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all the following Property of the followingsuch Obligor, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (cb) those certain all Commercial Tort Claims Claims, including those from time to time specifically set forth on Schedule 2(c4(j); (c) heretoall Copyrights owned by such Obligor; (d) all Copyrights; (e) all Copyright Licenses; (e) the PP&E Proceeds Account and any replacement or successor account relating thereto, and all deposits and other sums at any time credited to the PP&E Proceeds Account, including any sums in any blocked or lockbox account or any account into which such sums are swept; (f) all Deposit AccountsDocuments; (g) all DocumentsEquipment; (h) all EquipmentFixtures; (i) all FixturesGeneral Intangibles; (j) all General IntangiblesGoods; (k) all Instruments; (l) all Inventory; Investment Property (m) all Investment PropertyPatents owned by such Obligor; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (so) all Software; (tp) all Supporting Obligations; (uq) all Trademarksbooks, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (vr) all Trademarks owned by such Obligor; (s) all Trademark Licenses; (t) all Trade Secrets owned by such Obligor; (u) all Trade Secret Licenses; and (wv) all Accessions and all Proceeds (including Accounts or other payment obligations constituting the proceeds of Collateral) of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to, and “Collateral” shall not include, (i) Excluded Property or (ii) any Working Capital Priority Collateral. Neither the Trustee nor the Collateral Trustee shall have any duty or obligation of any nature whatsoever to any Excluded Property; provided that, upon the occurrence of determine whether an event that renders property to no longer constitute Excluded Property, a security interest in such property shall item is or should be automatically and simultaneously granted become Collateral hereunder and shall be included as Collateral hereundereither of them may conclusively rely on the Obligors’ determination with respect thereto. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Parity Lien Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an a present assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Instruments; (lm) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the “Collateral” shall not include, and the security interests granted under this Agreement shall not extend to to, any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants grants, assigns and pledges to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, Lien on, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter and wherever located (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c5.21(e) hereto; (d) all Copyrightsto the Credit Agreement or otherwise disclosed pursuant hereto or to the Credit Agreement; (e) all Copyright LicensesDeposit Accounts and Commodities Accounts and other banks accounts and, in each case, all deposits, Securities Entitlements or Financial Assets therein; (f) all Deposit AccountsDocuments; (g) all DocumentsEquipment; (h) all EquipmentFixtures; (i) all FixturesGeneral Intangibles; (j) all General IntangiblesGoods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts and all deposits, Securities Entitlements or Financial Assets therein; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles and Railcars; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoingforegoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any to, and the following shall not constitute Collateral: (a) Excluded Property, (b) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (c) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Law; provided thatthat upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided, further that (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, except as provided below, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c5.21(e) hereto; to the Credit Agreement (d) all Copyrightsas updated from time to time in accordance with the Credit Agreement); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoingforegoing and (x) all other personal property of the kind or type described in this paragraph 2 whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any (i) Excluded Property, (ii) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Law; provided thatthat upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided, further that (x) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (y) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (iA) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iiB) is not to be construed as an assignment of any CopyrightsIntellectual Property. 4862-1549-8294, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.v. 6 ACTIVE/119444361.4

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Instruments; (lm) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any Excluded Property; provided thatprovided, upon the occurrence however, that “Excluded Property” shall not include any Proceeds, substitutions or replacements of an event that renders property to no longer any Excluded Property unless such Proceeds, substitutions or replacements would independently constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Collateral Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto); (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all InstrumentsGoods; (l) all Instruments; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (op) all Money; (pq) all Patents; (qr) all Patent Licenses; (rs) all Payment Intangibles; (t) all Pledged Equity; (su) all Software; (tv) all Supporting Obligations; (uw) all Trademarks; (vx) all Trademark Licenses; and (wy) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any to, and the defined term Collateral shall not include, Excluded Property; provided that, upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Collateral Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising arising, and (ii) is not to and shall not be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that an Obligor may from time to time hereafter deliver additional Capital Stock to the Collateral Agent as collateral security for the Secured Obligations. Upon delivery to the Collateral Agent, such additional Capital Stock shall be deemed to be part of the Pledged Equity of such Obligor and shall be subject to the terms of this Agreement whether or not Schedule 1(b) is amended to refer to such additional Capital Stock.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) heretoall Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (ge) all Documents; (hf) all Equipment; (ig) all Fixtures; (jh) all General Intangibles; (i) all Goods; (j) all Instruments; (k) all InstrumentsIntellectual Property; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all MoneyPayment Intangibles; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (sq) all Securities Accounts; (r) all Software; (ts) all Supporting Obligations; (t) all Vehicles; (u) all Trademarksbooks and records pertaining to the Collateral; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds and products of any and all of the foregoingforegoing and (w) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any (a) Excluded Property, (b) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (c) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Law; provided thatthat upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided, further that (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c5.21(e) hereto; to the Credit Agreement (d) all Copyrightsas updated from time to time in accordance with the Credit Agreement); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all Trademarksbooks and records pertaining to the Collateral; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds and products of any and all of the foregoing; and (w) all other personal property, including, without limitation, all Internet Property Rights, of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer an interest therein. Notwithstanding anything to the contrary contained herein, “Collateral” shall not include, and the security interests granted under this Agreement shall not extend to any to, Excluded Property; provided thatprovided, upon the occurrence of an event that renders if and when any property shall cease to no longer constitute be Excluded Property, a Lien on and a security interest in such property shall be automatically deemed granted therein and simultaneously granted hereunder and such property shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative AgentServicer, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Money; (c) all Chattel Paper; (cd) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (de) all Copyrights; (ef) all Copyright Licenses; (fg) all Deposit Accounts; (gh) all Documents; (hi) all Equipment; (ij) all Fixtures; (jk) all General Intangibles; (kl) all Goods; (m) all Instruments; (ln) all Inventory; (mo) all Investment Property; (np) all Letter-of-Credit Rights; (o) all Money; (pq) all Patents; (qr) all Patent Licenses; (rs) all Pledged Equity; (st) all Software; (tu) all Supporting Obligations; (uv) all Trademarks; (vw) all Trademark Licenses; (x) all books and records related to the Collateral; and (wy) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, (x) the security interests granted under this Agreement shall not extend to any Excluded Property and (y) the term “Collateral” shall be deemed not to include any Excluded Property; provided that, that upon the occurrence of an event that renders property to no longer constitute Excluded Property, a security interest in such property shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative AgentServicer, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) 2 hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged EquityPayment Intangibles; (s) all Pledged Equity; (t) all Software; (tu) all Supporting Obligations; (uv) all Trademarks; (vw) all Trademark Licenses; and (wx) all Accessions and all Proceeds of any and all of the foregoing. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that an Obligor may from time to time hereafter deliver additional Capital Stock to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed to be part of the Pledged Equity of such Obligor and shall be subject to the terms of this Agreement whether or not Schedule 1 hereto is amended to refer to such additional Capital Stock. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to, and the Collateral shall not include (collectively, the “Excluded Collateral”): (1) any General Intangible, permit, lease, license, contract or other instrument of an Obligor if the grant of a security interest in such General Intangible, permit, lease, license, contract or other instrument in the manner contemplated by this Agreement, under the terms thereof or under Applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to any Excluded Propertyterminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (i) any such limitation described above on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other Applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any Applicable Law, General Intangible, permit, lease, license, contract or other instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder; (2) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed), (3) Equipment owned by any Obligor that is subject to a purchase money Lien or a Capital Lease if the contract or other agreement in which such Lien is granted (or in the documentation providing for such Capital Lease) prohibits or requires the consent of any Person other than the Borrower and its Affiliates as a condition to the creation of any other Lien on such Equipment, (4) any asset subject to a Permitted Lien incurred pursuant to Section 9.1(r) of the Credit Agreement, to the extent the grant of a security interest in such asset is prohibited by a contract with a customer of an Obligor with respect to such asset and until the release or termination of the Lien in favor of the lienholder in respect of such asset, (5) Excluded Pledged Equity and (6) any treasury stock of the Borrower or other margin stock (within the meaning of Regulation U issued by the Federal Reserve Board), in each case, unless the Lenders have made any necessary filings with the Federal Reserve Board in connection therewith. Notwithstanding anything to the contrary herein, the Obligors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Collateral (but only for so long as it remains Excluded Collateral). The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any (i) Excluded Property, (ii) any property which, subject to the terms of Section 7.07 of the Credit Agreement, is subject to a Lien of the type described in Section 7.02(d) of the Credit Agreement pursuant to documents which prohibit such Obligor from granting any other Liens in such property, (iii) any U.S. intent-to-use trademark application for which a statement of use has not been filed with and duly accepted by the United States Patent and Trademark Office (but only until such statement is accepted by the United States Patent and Trademark Office); and (iv) any General Intangible, permit, lease, license, contract or other Instrument of an Obligor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (a) any such limitation described in the foregoing clause (iv) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all 169074829v3 200207.000113 right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c5.21(e) hereto; to the Credit Agreement (d) all Copyrightsas updated from time to time in accordance with the Credit Agreement); (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoingforegoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any (i) Excluded Property, (ii) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under Applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under Applicable Law; provided thatthat upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided, further that (x) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other Applicable Law (including Debtor Relief Laws) or principles of equity and (y) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any Applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (iA) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iiB) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights3; (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all Trademarksbooks and records pertaining to the Collateral; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds and products of any and all of the foregoing. foregoing and (w) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein.. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any (a) Excluded Property, (b) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination, invalidity or [Hain] Security and Pledge Agreement #66940863 unenforceability thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (c) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Law; provided thatthat upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided, further, that (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Papercash, currency and Cash Equivalents; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) heretoall Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) all CopyrightsCommercial Tort Claims; (e) all Copyright Licenses; (f) all Deposit Accounts; (gf) all Documents; (hg) all Equipment; (ih) all Fixtures; (ji) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (o) all Money; (p) all PatentsPayment Intangibles; (q) all Patent LicensesPledged Equity; (r) all Pledged EquitySecurities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all TrademarksVehicles; (v) all Trademark Licensesbooks and records pertaining to the Collateral; and (w) all Accessions and all Proceeds and products of any and all of the foregoingforegoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any (i) Excluded Property, (ii) Excluded Accounts, (iii) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under Applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under Applicable Law; provided thatthat upon submission and acceptance by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided, further that (x) any such limitation described in the foregoing clause (iii) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other Applicable Law (including Debtor Relief Laws) or principles of equity and (y) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any Applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ia) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iib) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark LicensesIntellectual Property.

Grant of Security Interest in the Collateral. To Each Grantor, to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured ObligationsObligations of such Grantor, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, in any and all right, title and interest of such Obligor Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts, all Payment Intangibles that arise from the provision of property and/or services, and any Instruments and Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper) to the extent they evidence an Account Debtor’s payment obligations with respect to such Accounts and/or such Payment Intangibles or leasing of personal property in the ordinary course of such Grantor’s business; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (sc) all Software; books and records pertaining to the foregoing and to Proceeds of the foregoing, and (td) all Proceeds (including insurance proceeds, proceeds of proceeds and claims against third parties) and products of, and Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of Obligations for, any and all of the foregoing. Notwithstanding anything to the contrary contained herein, (X) the security interests granted under this Agreement shall not extend to, and the term “Collateral” shall not for any purpose of this Agreement include, any Excluded Equity, and (Y) the security interests granted under this Agreement shall not extend to (1) any Excluded Property; provided thatReal Property Lease Accounts or (2) any General Intangible, permit, lease, license, contract or Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the occurrence giving of an notice or the lapse of time or both) provided, that (i) any such limitation on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event that renders property of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or Instrument, to no longer constitute Excluded Propertythe extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors Grantors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising arising. The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby further acknowledge and agree that solely with respect to the Borrower’s grant of a security interest in its Collateral pursuant to this Agreement and the other Collateral Documents, and for no other purpose, the amount of Secured Obligations (iibut not Obligations) is of the Borrower shall be limited to an amount equal to the Borrower Collateral Limit. The Borrower Collateral Limit shall not to be construed as an assignment limit the amount of any CopyrightsSecured Obligations guaranteed by the Guarantors under the Multiparty Guaranty, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licensesnor the amount of Secured Obligations secured by the Guarantors’ Collateral.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants grants, pledges and assigns to the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Software; (t) all Supporting Obligations; (u) all Trademarks; (v) all Trademark Licenses; and (w) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (i) any Excluded Propertyproperty which, subject to the terms of Section 6.09 of the Credit Agreement, is subject to a Lien of the type described in Section 6.01(i) of the Credit Agreement pursuant to documents which prohibit such Obligor from granting any other Liens in such property, (ii) any General Intangible, permit, lease, license, contract or other Instrument of an Obligor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided thatthat (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the occurrence granting of an event that renders property to no longer constitute Excluded Propertyany such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder, (iii) any United States trademark application filed on the basis of an Obligor’s intent-to-use such xxxx, in each case, unless and until evidence of the use of such trademark in interstate commerce is submitted to the United States Patent and Trademark Office but only if and to the extent that the granting of a security interest in such application would result in the invalidation of such application or resulting registration, provided, that, to the extent such application is excluded from the Collateral, upon the submission of evidence of use of such trademark to the United States Patent and Trademark Office, such trademark application shall automatically be included in the Collateral, without further action on any party’s part and (iv) any Excluded Property. The Obligors and the Administrative Agent, on behalf of the holders of the Secured ObligationsParties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, Lender a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles; (k) all InstrumentsGoods; (l) all Instruments; (m) all Inventory; (mn) all Investment Property; (no) all Letter-of-Credit Rights; (op) all Money; (pq) all Patents; (qr) all Patent Licenses; (rs) all Pledged Equity; (st) all Software; (tu) all Supporting Obligations; (uv) all Trademarks; (vw) all Trademark Licenses; and (wx) all Accessions and all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to any (i) Excluded Property; provided thatand (ii) any General Intangible, permit, lease, license, contract or other Instrument of an Obligor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the occurrence giving of an notice or the lapse of time or both); provided that (x) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (y) in the event that renders property of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to no longer constitute Excluded Propertythe extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such property General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Obligors and the Administrative Agent, on behalf of the holders of the Secured Obligations, Lender hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.