Common use of Grant of Security Interest Clause in Contracts

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property CollateralLicenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at shall, upon the request of the Collateral Agent at any time an Event of Default has occurred and is continuing, give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after including written notice identifying in reasonable detail the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameExcluded Property).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all EquipmentEquipment (including, without limitation, Commercial Motor Vehicles), Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit RightsCredit; (v) all Securities Collateral; (vi) all Collateral Accounts; (vii) all Investment Property; (viiviii) all Intellectual Property Collateral; (viiiix) the Commercial Tort Claims described on Schedule 13 14 to the Perfection Certificate; (ixx) all General Intangibles; (xxi) all Money and all Deposit Accounts; (xixii) all Acquisition Documentation and Acquisition Document Rights; (xiii) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiiixiv) to the extent not covered by clauses (i) through (xiixiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities intangible and all Proceeds and products of each of the foregoing and all accessions Accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixiv) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Administrative Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Administrative Agent identifying in reasonable detail the Special Property (and stating in such notice that such Special Property constitutes “Excluded Property Property”) and (b) shall provide to the Collateral Administrative Agent such other information regarding the Excluded Special Property as the Collateral Administrative Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license lease or agreement license, a provision that would prohibit the creation of a Lien on such permit, lease or license or agreement in favor of the Collateral Administrative Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Administrative Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Administrative Agent identifying in reasonable detail the Excluded Property and (b) shall provide to the Collateral Administrative Agent such other information regarding the Excluded Property as the Collateral Administrative Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Administrative Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accountsmoney; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameProperty.

Grant of Security Interest. As collateral security for 2.1 Each of the payment and performance in full of all the Secured ObligationsGrantors hereby pledges, each Pledgor hereby pledges assigns and grants to the Collateral Agent Administrative Agent, on behalf of and for the ratable benefit of the Secured PartiesLenders, a lien on and security interest in all of the its right, title and interest of such Pledgor in, to and under the following propertyall personal property and other assets, wherever locatedwhether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether now existing owned or hereafter arising consigned by or acquired to, or leased from time or to, such Grantor, and regardless of where located (all of which will be collectively referred to time (collectively, as the “Pledged Collateral”):), including, without limitation: (i) all Accounts; (ii) all Equipment, Goods, Inventory and FixturesChattel Paper; (iii) all DocumentsCopyrights, Instruments Patents and Chattel PaperTrademarks; (iv) all Letters of Credit and Letter-of-Credit RightsDocuments; (v) all Securities CollateralEquipment; (vi) all Fixtures (excluding business fixtures not owned by the Grantors); (vii) all General Intangibles; (viii) all Goods; (ix) all Instruments; (x) all Inventory; (xi) all Investment Property; (viixii) all Intellectual Property Collateralcash or cash equivalents; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ixxiii) all General Intangibles; (x) all Money letters of credit, Letter-of-Credit Rights and all Deposit Accounts; (xi) all Supporting Obligations; (xiixiv) all books and records relating to the Pledged Collateral; andDeposit Accounts with any bank or other financial institution; (xiiixv) to the extent not covered by clauses all Commercial Tort Claims; (ixvi) through all Assigned Contracts; (xiixvii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions for and replacements forreplacements, and rentsproceeds (including Stock Rights), profits insurance proceeds and products of, each of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any and all Proceeds of General Intangibles at any insurance, indemnity, warranty time evidencing or guaranty payable to such Pledgor from time to time with respect relating to any of the foregoing; to secure the prompt and complete payment and performance of the Secured Obligations; provided, however, that (notwithstanding any other provisions of this Agreement) “Collateral” shall not include any Excluded Property; and provided, further, that if and when any property shall cease to be Excluded Property, such property shall be deemed at all times from and after the date hereof to constitute Collateral. 2.2 The last day of the term of any lease, oral or written, or any agreement therefor, now held or hereafter acquired by a Grantor, shall be excepted from the security interest hereby granted and shall not form part of the Collateral, but such Grantor shall stand possessed of such one day remaining, upon trust to assign and dispose of the same as the Administrative Agent or any assignee of such lease or agreement shall direct. Notwithstanding anything to If any such lease or agreement therefor contains a provision which provides in effect that such lease or agreement may not be assigned, sub leased, charged or encumbered without the contrary contained in clauses (i) through (xiii) aboveleave, license, consent or approval of the lessor, the application of the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, hereby to any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license lease or agreement a provision that would prohibit the creation of a Lien on shall be conditional upon such permitleave, license license, consent or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameapproval having been obtained.

Grant of Security Interest. As collateral security for the prompt payment and performance in full of all the Secured ObligationsGuaranteed Obligations whether at stated maturity, by acceleration or otherwise, each Pledgor Guarantor hereby grants, pledges and grants assigns to the Collateral Agent for the benefit Agent, on behalf of the Secured Finance Parties, a continuing first priority lien (subject only to Permitted Liens) on and security interest in, upon, and to, all right, title and interest in and to any and all property and interests in property of each Guarantor whether now owned or hereafter owned, created, acquired or arising, and regardless of where located, including, without limitation, all of the following properties and interests in properties (collectively, the “Collateral”): (a) all Accounts; (b) all Chattel Paper (whether tangible or electronic); (c) all Commercial Tort Claims, as more particularly described in the Perfection Certificate (as may be amended or supplemented from time to time); (d) all Deposit Accounts; (e) all cash and Cash Equivalents (f) all Documents; (g) all Equipment; (h) all Fixtures; (i) all Goods; (j) all Instruments; (k) all Inventory; (l) all Letter-of-Credit Rights and letters of credit; (m) all General Intangibles, Payment Intangibles and other rights to payment, including, without limitation, all Rights to Payment (as defined in Section 2.2) and all Indebtedness owing to such Guarantor from another Loan Party (which Indebtedness must be evidenced by way of a global intra-group note on or before the Closing Date), including all right, title and interest of such Pledgor in, Guarantor in instruments evidencing any Indebtedness owed to and under the following property, wherever locatedsuch Guarantor or other obligations, and whether now existing any distribution of property made on, in respect of or hereafter arising or acquired in exchange for the foregoing from time to time (such Indebtedness collectively, the “Pledged Debt”); (n) all Investment Property and Financial Assets, including, without limitation, 100% of the shares of the outstanding capital stock or other equity interests, of any class, of each Subsidiary of such Guarantor and all certificates evidencing the same (collectively, the “Pledged Securities”, and together with the Pledged Debt, the “Pledged Collateral”):), together with, in each case: (i) all Accounts;shares, securities, stock, equity interests, moneys or property representing a dividend on any of the Pledged Securities, or representing a distribution or return of capital upon or in respect of the Pledged Securities, or resulting from a split-up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities, and (ii) without affecting the obligations of such Guarantor under any provision prohibiting such action hereunder, in the event of any consolidation or merger in which the issuer of any Pledged Security is not the surviving entity, all Equipmentshares of each class of the capital stock of the successor corporation (unless such successor corporation is such Guarantor itself or the Borrower), Goodsor all other stock, Inventory as applicable, formed by or resulting from such consolidation or merger (the Pledged Securities, together with all other certificates, shares, securities, Stock, properties or moneys as may from time to time be pledged hereunder pursuant to this clause (ii) and Fixturesclause (i) above being herein collectively called the “Securities Collateral”); (iiio) all DocumentsContracts and other contract rights (including, Instruments and Chattel Paperwithout limitation, rights under any lease, license or other agreements); (ivp) all Letters cash, royalty fees, other proceeds, accounts and general intangibles that consist of Credit and Letter-rights of payment to or on behalf of a Loan Party or proceeds from the sale, licensing or other disposition of all or any part of-Credit Rights, or rights in, the Intellectual Property (as defined in Section 2.2) by or on behalf of a Loan Party (collectively, “Rights to Payment”); (vq) all Securities CollateralEntitlements; (vir) all Investment PropertySoftware; (viis) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money other tangible and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateralintangible personal property whatsoever of such Guarantor; and (xiiit) to the extent not covered by clauses (i) through (xii) of this sentenceall Proceeds, all other personal property of such PledgorSupporting Obligations, whether tangible or intangibleproducts, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions toinsurance claims, offspring, accessions, rents, profits, income, benefits, additions, attachments, accessories, substitutions and replacements for, and rents, profits and products of, each to, arising out of or related to any of the foregoingCollateral and, to the extent related to any Collateral, all books, correspondence, credit files, records, invoices and other documents (including, without limitation, all Proceeds tapes, cards, computer runs and other documents and documents in the possession or under the control of such Guarantor or any insurance, indemnity, warranty computer bureau or guaranty payable to such Pledgor service company from time to time with respect to any of the foregoing. Notwithstanding anything acting for such Guarantor); provided, however, this grant is subject to the contrary contained limitations set forth in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameSection 2.2.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured ObligationsEach Grantor hereby pledges, each Pledgor hereby pledges assigns and grants to the Collateral Agent Administrative Agent, for the benefit of the Secured Lender Parties, a lien on and security interest in all of the its right, title and interest of such Pledgor in, to and under the following propertypersonal property and other assets described in this Article II, wherever locatedwhether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether now existing owned or hereafter arising consigned by or acquired to, or leased from time or to, such Grantor, and regardless of where located (all of which will be collectively referred to time (collectively, as the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and FixturesChattel Paper; (iii) the U.S. Levi’s Patents, U.S. Levi’s Trademarks, U.S. Levi’s Copyrights and Licenses (and all Documentsproceeds therefrom), Instruments and Chattel Paperincluding without limitation all U.S. Levi’s Copyrights used in conjunction with selling, advertising and/or marketing any goods or materials bearing the U.S. Levi’s Trademarks; (iv) all Letters of Credit and Letter-of-Credit RightsDocuments; (v) all Securities CollateralGeneral Intangibles; (vi) all Goods; (vii) all Pledged Debt; (viii) all Instruments; (ix) all Inventory; (x) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligationscash or cash equivalents; (xii) all books and records Deposit Accounts with any bank or other financial institution; (xiii) all Commercial Tort Claims relating to any of the Pledged Collateralforegoing; and (xiiixiv) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions for and replacements forreplacements, and rentsproceeds, profits insurance proceeds and products of, each of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any and all Proceeds of General Intangibles at any insurance, indemnity, warranty time evidencing or guaranty payable to such Pledgor from time to time with respect relating to any of the foregoing; to secure the prompt and complete payment and performance of the Secured Obligations. Notwithstanding anything herein to the contrary contained contrary, in clauses no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in any of such Grantor’s rights or interests in any license, contract or agreement to which such Grantor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under, any license, contract or agreement to which such Grantor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect. Notwithstanding anything herein to the contrary, neither the U.S. Borrower nor any other Grantor shall be deemed to have granted a security interest in (i) through any Equity Interests of any Subsidiary, (xiiiii) aboveany Pledged Debt of or issued by any Subsidiary or (iii) any Equipment. The security interest granted herein shall not apply to any U.S. intent-to-use trademark application included in the U.S. Levi’s Trademarks to the extent that such grant may impair the validity or enforceability of such U.S. intent-to-use trademark application; provided, however, if a statement of use or an affidavit of use is filed and accepted by the U.S. Patent and Trademark Office with respect to such U.S. intent-to-use trademark application, the grant of the security interest created hereunder shall automatically and immediately apply to such U.S. intent-to-use trademark application without the need of any further action by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameparties.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for the your prompt and complete payment and performance in full of all Obligations under the Secured ObligationsFinancing Agreement, each Pledgor you hereby pledges pledge and grants hypothecate in favor of us, and grant to the Collateral Agent for the benefit of the Secured Parties, us a lien on and security interest in all of the your right, title and interest (a) in and to the Trademarks and the good will of such Pledgor the business symbolized by the Trademarks, including, without limitation, all of your customer lists and other business records and that of your subsidiaries and affiliates relating to the Trademarks in connection with the goods and services listed on Schedule A; your domain names; the registrations described in Schedule A; and any and all proceeds of the foregoing, including, without limitation, any claims by you against third parties for infringement of the Trademarks; (b) in and to the Patents and the good will of the business symbolized by the Patents, including, without limitation, all of your licenses, lists of licensees and other business records and that of your subsidiaries and affiliates relating to the Patents; the patents and patent applications listed in Schedule B and all other patents and patent applications owned by you; and any and all proceeds of the foregoing, including, without limitation, any claims by you against third parties for infringement of the Patents; (c) in and to the Copyrights and the good will of the business symbolized by the Copyrights including without limitation all of your licenses and other business records and that of your subsidiaries and affiliates relating to the Copyrights, the copyrights and copyright applications listed in Schedule C and all other copyrights and copyright applications owned by you; and any and all proceeds of the foregoing, including, without limitation, any claims by you against third parties for infringement of the Copyrights and (d) all of your right, title and interest in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):following: (i) all AccountsLicenses; (ii) all EquipmentAccounts, GoodsGeneral Intangibles and contract rights arising under or relating to each and every License (including, Inventory without limitation, (A) all monies due and Fixturesto become due under any License, (B) any damages arising out of or for breach or default in respect of any such License, (C) all other amounts from time to time paid or payable under or in connection with any such License, and (D) your right to terminate any such License or to perform and to exercise all remedies thereunder); (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and any or all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request All of the Collateral Agent give property referred to in this paragraph 2 is hereinafter collectively called the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same“Collateral.”

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of Secured Party, a lien on and security interest in and acknowledges and agrees that the Secured Parties, Party has and shall continue to have a continuing lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “"Pledged Collateral”"): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all additions and accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all insurance of and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “"Pledged Collateral” " shall not include, any Excluded Property (and (i) the Pledgors any references herein to any portion or type of Pledged Collateral shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail exclude the Excluded Property Property). [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and (b) provide filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation Securities Exchange Act of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same1934.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor the Company hereby pledges and grants to the Collateral Agent Lender for the benefit of the Lender and all other holders of any of the Secured PartiesObligations from time to time, a lien on and security interest in and to all of the right, title title, and interest of such Pledgor inthe Company in all property and assets of the Company, to and under including the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (ia) all Accounts; (iib) all Equipment, Goods, Inventory and Fixtures; (iiic) all Documents, Instruments and Chattel Paper; (ivd) all Letters of Credit and Letter-of-Credit Rights; (ve) all Securities Collateral; (vif) all Deposit Accounts and Securities Accounts; (g) all Investment PropertyProperty (excluding any Securities Collateral and any Capital Securities issued by any issuer thereof and not constituting Pledged Shares because of clause (b) of the definition of “Pledged Shares”); (viih) all Intellectual Property Collateral; (viiii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate2 hereto; (ixj) all General Intangibles; (x) all Money and all Deposit Accounts; (xik) all Supporting Obligations; (xiil) all books and records relating to the Pledged Collateral; and (xiiim) to the extent not covered by clauses (ia) through (xiil) of this sentence, all other personal property of such Pledgorthe Company, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor the Company from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (ia) through (xiiim) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property to the extent, and (i) the Pledgors only for so long as, such assets constitute Excluded Property. The Company shall from time to time at the reasonable request of the Collateral Agent Lender (which request shall refer to this Section 2.1) give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent Lender identifying in reasonable detail the Special Property (and stating in such notice that such Special Property constitutes “Excluded Property Property”) and (b) shall provide to the Collateral Agent Lender such other information regarding the Excluded Special Property as the Collateral Agent Lender may reasonably request and (ii) from request. From and after the Closing Datedate of this Agreement, no Pledgor the Company shall not permit to become effective in any document creating, governing or providing for any permit, license lease or agreement license, a provision that would prohibit the creation of a Lien on such permit, lease or license or agreement in favor of the Collateral Agent Lender unless such Pledgor the Company believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2015-2 Leases; (B) all other 2015-2 SUBI Assets, including the 2015-2 SUBI Collection Account but excluding the 2015-2 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2015-2 Vehicles to the extent not applied to making repairs to the related 2015-2 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for (a) To secure the payment and performance in full of any and all the Secured Obligations, each Pledgor of Borrower and Overhill Ventures hereby grants to Lender a Lien upon, and so pledges and assigns to Lender, and affirms, ratifies and acknowledges the continuing validity, enforceability, and perfection of, the assignments, pledges, and grants to Lender of Liens heretofore granted to Lender (or to UBOC as Lender’s assignor) pursuant hereto in and to, all right, title and interest of Borrower and Overhill Ventures in and to the Collateral. (b) Each of Borrower and each of its Subsidiaries represents, warrants, and agrees as follows: (i) Lender’s Liens in the Collateral Agent for are fully perfected Liens on all Collateral with respect to which Liens can be perfected by filing, which Liens are, until the benefit Termination Date, enforceable as first priority, fully perfected Liens as against all other creditors of, and purchasers from, Borrower and each of its Subsidiaries (other than purchasers and lessees of Inventory in the Secured Parties, a lien on ordinary course of business and security interest the non-exclusive licensees of General Intangibles in the ordinary course of business); (ii) all action necessary or desirable to protect and perfect such Liens in favor of Lender in all of the Collateral has been duly taken as to all Collateral with respect to which Liens can be perfected by filing; (iii) except for Permitted Liens on Collateral, Borrower (and any of its Subsidiaries granting a Lien in Collateral) is and has rights in and the power to transfer each such item of the Collateral (other than consigned goods specifically identified in Schedule 6.1), free and clear of any and all other Liens except for Liens in favor of Lender; and (iv) no effective security agreement, mortgage, deed of trust, financing statement, equivalent security or Lien instrument, or continuation statement covering all or any part of the Collateral is or will be on file or of record in any public office, except those filed by Borrower (and any of its Subsidiaries granting a Lien to Lender in the Collateral) in favor of Lender pursuant to the Loan Documents, and those relating to other Permitted Liens. Each of Borrower and its Subsidiaries shall defend the right, title and interest of such Pledgor in, Lender in and to the Collateral against the claims and under the following property, wherever locateddemands of all Persons, and whether now existing or hereafter arising or acquired from time to time (collectivelyshall take such actions, the “Pledged Collateral”): including (i) all Accounts; actions necessary to grant Lender “control” of any Investment Property, Deposit Accounts or electronic Chattel Paper owned by Borrower and each of its Subsidiaries granting a Lien in Collateral, with any agreements establishing control to be in form and substance satisfactory to Lender, (ii) the delivery to Lender of all Equipmentoriginal Instruments, GoodsChattel Paper, Inventory and Fixtures; certificated Stock owned by Borrower and each of its Subsidiaries granting a Lien in Collateral (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after Borrower receives same, (iii) all Documentsnotification of Lender’s interest in Collateral at Lender’s request, Instruments and Chattel Paper; (iv) all Letters the institution of Credit litigation against third parties, as shall be prudent in order to protect and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentencepreserve Borrower’s, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements forSubsidiaries’, and rents, profits Lender’s respective and products of, each of several interests in the foregoing, any Collateral. Borrower (and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained its Subsidiaries granting a Lien in clauses (iCollateral) through (xiii) above, the security interest created by this Agreement shall not extend to, mxxx its Books and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice Records pertaining to the Collateral Agent identifying to evidence the Loan Documents and the Liens granted under the Loan Documents. If Borrower or any of its Subsidiaries retains possession of any Chattel Paper or Instruments with Lender’s consent, then such Chattel Paper and Instruments shall be marked with the following legend: “THIS WRITING AND THE OBLIGATIONS EVIDENCED OR SECURED HEREBY ARE SUBJECT TO THE LIEN OF PLEASANT STREET INVESTORS, LLC.” Borrower and each of its Subsidiaries granting a Lien in reasonable detail the Excluded Property Collateral shall promptly, and in any event within two (b2) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and Business Days after the Closing Datesame is acquired by it, no Pledgor notify Lender of any Commercial Tort Claim acquired by it and unless otherwise consented by Lender, Borrower (and any applicable Subsidiary) shall permit enter into an amendment or other supplement to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit this Agreement (and the creation of Loan Documents) granting to Lender a Lien on in such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameCommercial Tort Claim.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Administrative Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Administrative Agent identifying in reasonable detail any material Excluded Property. Notwithstanding any of the Excluded Property and (b) provide to other provisions set forth in this Article II or anything else contained in this Agreement or any other Loan Document, the aggregate amount of all Secured Obligations secured under the Collateral Agent Documents by Principal Property (as defined in each Senior Note Indenture) or any shares of capital stock or evidences of Indebtedness (as defined in each Senior Note Indenture) issued by any Domestic Subsidiary (as defined in each Senior Note Indenture) and owned by Wendy’s International, Inc. or any Domestic Subsidiary (as defined in each Senior Note Indenture) (collectively, the “Restricted Property”) shall not, at any time, exceed the aggregate amount (such other information regarding amount, the Excluded “Indenture Threshold Amount”) of Indebtedness (as defined in each Senior Note Indenture) that may be secured by Restricted Property under each Senior Note Indenture, determined in accordance with the terms of each Senior Note Indenture, without requiring holders of the applicable Senior Notes to be equally and ratably secured in accordance with the terms of such Senior Note Indenture. It is understood and acknowledged by the parties hereto (including, by its acceptance of the benefit of this Agreement, each Secured Party) that (v) as of the Collateral Agent may reasonably request and Closing Date, the total amount of Secured Obligations is in excess of the Indenture Threshold Amount as of the Closing Date, (iiw) from and time to time after the Closing Date, the total amount of the Secured Obligations may be in excess of the Indenture Threshold Amount then in effect, (x) as of the Closing Date, the Secured Obligations in excess of the Indenture Threshold Amount are not secured by any Restricted Property hereunder or under any other Collateral Document, (y) at any time after the Closing Date, any Secured Obligations in excess of the Indenture Threshold Amount in effect at such time shall not be secured by any Restricted Property hereunder or under any other Collateral Document and (z) in no Pledgor event shall permit to become effective any Lien (as defined in each Senior Note Indenture) on any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement Restricted Property in favor of any Secured Party created hereunder or under any other Collateral Document at any time secure any Secured Obligations in excess of the Collateral Agent unless such Pledgor believesIndenture Threshold Amount then in effect. For the avoidance of doubt, the calculation of the Indenture Threshold Amount at any date of determination shall take into account all outstanding Attributable Value (as defined in its reasonable judgment, that such prohibition is usual each Senior Note Indenture) of all Sale and customary Lease-Back Transactions (as defined in transactions each Senior Note Indenture) permitted pursuant to the last paragraph of Section 1009 of each Senior Note Indenture as of such typedate and all Indebtedness (as defined in each Senior Note Indenture) of Wendy’s International, or is necessary for Inc. and its Domestic Subsidiaries (as defined in each Senior Note Indenture) secured by Liens (as defined in each Senior Note Indenture) permitted pursuant to the last paragraph of Section 1008 of each Senior Note Indenture as of such Pledgor to obtain the samedate.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties, a lien Lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following propertyProperty, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, giving effect to clause (a) of the proviso in this Section 2.1, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment PropertyProperty and Deposit Accounts; (vii) all Intellectual Property Collateral; (viii) all Commercial Tort Claims, including, without limitation, the Commercial Tort Claims described on Schedule 13 1 hereto (as such Schedule may be supplemented from time to the Perfection Certificatetime pursuant to Section 3.4(f)); (ix) all General Intangibles; (x) all Money and all Deposit AccountsMoney; (xi) all Supporting Obligations; (xii) all books and records relating pertaining to any and/or all of the Pledged Collateral; andforegoing; (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property choses in action of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and ; and (xiv) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixiv) aboveabove or any other provision of this Agreement or any other Notes Document, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” and “Intellectual Property Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give Assets. Notwithstanding anything to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded contrary contained herein, immediately upon any Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on Pledgor ceasing to constitute Excluded Assets, the Pledged Collateral shall include, and the Issuer and the other Pledgors, as applicable, shall be deemed to have granted a security interest in, such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameProperty.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all rights of such Obligor under or relating to FCC Licenses and PUC Authorizations and the proceeds from the sale of any FCC Licenses or PUC Authorizations or any goodwill or other intangible rights or benefits associated therewith; provided that such security interest does not include at any time any FCC Licenses to the extent (but only to the extent) that (i) FCC approval is required in order to grant a security interest therein or (ii) at such time the Collateral Agent may not validly possess a security interest therein pursuant to the Communications Act of 1934, as amended, and the regulations promulgated thereunder, as in effect at such time, but such security interest does include, to the maximum extent permitted by law, all rights incident or appurtenant to FCC Licenses and the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of the FCC Licenses; (xii) all Supporting Obligations; (xiixiii) all books and records relating to the Pledged Collateral; and (xiiixiv) to the extent not covered by clauses (i) through (xiixiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixiv) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameProperty.

Grant of Security Interest. As collateral security for To secure the prompt payment and performance in full of all the Secured Obligations, each Pledgor Borrower hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and continuing security interest in and Lien upon all of the rightfollowing Property, title whether now owned or hereafter acquired, and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):: (ia) all Accounts; (iib) all EquipmentChattel Paper, Goods, Inventory and Fixturesincluding electronic chattel paper; (iiic) all Commercial Tort Claims, including those shown on Schedule 9.1.16; (d) all Deposit Accounts; (e) all Documents, Instruments and Chattel Paper; (ivf) all Letters of Credit General Intangibles, including Intellectual Property; (g) all Goods, including Inventory, Equipment and fixtures; (h) all Instruments; (i) all Investment Property; (j) all Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xik) all Supporting Obligations; (xiil) Real Estate; (m) all monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral; (n) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and (o) all books and records relating (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained contrary, the Collateral shall exclude the following: (a)(i) any governmental licenses or state or local franchises, charters and authorizations to the extent a security interest therein is prohibited by Applicable Law (after giving effect to the applicable anti-assignment provisions of the UCC or other Applicable Law); (ii) pledges and security interests prohibited by Applicable Law (with no requirement to obtain the consent of any Governmental Authority or third party, including, without limitation, no requirement to comply with the Federal Assignment of Claims Act or any similar statute) (after giving effect to the applicable anti-assignment provisions of the UCC or other Applicable Law); (iii) any lease, license in clauses which a Borrower is the licensee, permit or agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license, permit or agreement or create a right of termination in favor of any other party thereto or otherwise require consent thereunder (iafter giving effect to the applicable anti-assignment provisions of the UCC or other Applicable Law); (iv) through motor vehicles, airplanes and other assets subject to certificates of title; (v) any assets to the extent a security interest in such assets could result in material adverse tax consequences, as reasonably determined by Borrowers in consultation with the Agent; (vi) letter of credit rights (to the extent a security interest therein cannot be perfected by UCC filings) and commercial tort claims below $750,000; (vii) margin stock and stock and assets of unrestricted subsidiaries, captive insurance subsidiaries, not-for-profit subsidiaries, special purpose entities and immaterial subsidiaries; (viii) any fee-owned Real Estate with a fair market value (to be determined in good faith by the Borrowers) of less than $1,000,000 or that is located in a jurisdiction other than the U.S.; provided, however, all Real Estate owned in fee by any Borrower or Guarantor as of the date hereof shall be deemed Collateral and shall be subject to a mortgage in favor of the Agent; (ix) any leasehold interests in Real Estate; (x) any asset held directly or indirectly by any Foreign Subsidiary; (xi) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law; (xii) interests in joint ventures and non-wholly owned subsidiaries which cannot be pledged without the consent of third parties (that are not Obligors) (after giving effect to the applicable anti-assignment provisions of the UCC or other Applicable Law); (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time property subject to time at the request of the Collateral Agent give a purchase money or capital lease financing arrangement or similar arrangement permitted hereunder to the extent feasible without undue effort such documents governing such arrangement do not permit other liens on such property; (xiv) any assets acquired in connection with a permitted acquisition or expense permitted investment subject to liens permitted hereunder and which are subject to contractual arrangements prohibiting a lien securing the Obligations (athat were not entered into in contemplation of such acquisition); (xv) written notice assets where the cost of obtaining a security interest therein exceeds the practical benefit to the Collateral Lenders afforded thereby, in each case, as reasonably determined by the Agent identifying and Borrowers; (xvi) xxxxx cash accounts less than $25,000 individually and in reasonable detail the Excluded Property aggregate less than $100,000; (xvii) equity interests in Bootlegger, and (xviii) the “CIRQ” trademarks owned by Domaine M.B., LLC, a California limited liability company (“Domaine”), to be transferred to Xxxxxxx Xxxxx Xxxxxx and the Xxxxxx Living Trust (collectively, the “Xxxxxx Parties”) on or prior to August 31, 2018, pursuant to that certain Agreement, dated as of February 16, 2018 by and among Domaine, the Xxxxxx Parties and the other parties thereto and (b) provide the Borrowers and Guarantors shall not be required with respect to any assets located outside the U.S. or assets that require action under the laws of any jurisdiction other than the U.S. to create or perfect a security interest in such assets, including any intellectual property registered in any jurisdiction other than the U.S. (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than the U.S.) (the foregoing described in clauses (a)(i) through (xviii) and (b) are, collectively, the “Excluded Assets”). Notwithstanding anything to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective contrary herein or in any document creatingother Loan Document, governing Obligations in respect of Revolver Loans and LC Obligations issued under Revolver Commitments shall not be secured by any Collateral constituting Real Estate whether now owned or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the samehereafter acquired.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” (including all of the individual items comprising Pledged Collateral) shall not include, any Excluded Assets or 3-16 Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property Assets and (b) shall provide to the Collateral Agent such other information regarding the Excluded Property Assets as the Collateral Agent may reasonably request request. The Pledged Collateral will also not include Capital Interests and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation other securities of a Lien Subsidiary to the extent that the pledge of such Capital Interests and other securities results in the Company being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement (such Capital Interests and other securities to the extent not included in the Pledged Collateral, the “Rule 3-16 Excluded Property”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s Capital Interests or other securities secure the Notes, then the Capital Interests or other securities of such Subsidiary shall automatically be deemed to be Rule 3-16 Excluded Property, but only to the extent necessary to not be subject to such requirement. In such event, all Liens on such permitCapital Interests or other securities shall be automatically released and this Agreement and any instrument or document delivered pursuant to this Agreement may be amended or modified, license without the consent of the Trustee, the Collateral Agent or agreement any Holder, to the extent necessary to release the security interests in favor of the Collateral Agent unless on the Capital Interests or other securities that are so deemed to no longer constitute part of the Pledged Collateral. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or are replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Pledgor believes, Subsidiary’s Capital Interests or other securities to secure the Notes in its reasonable judgment, that such prohibition is usual and customary in transactions excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such typeSubsidiary, then the Capital Interests or is other securities of such Subsidiary shall automatically be deemed to be a part of the Pledged Collateral but only to the extent necessary for to not be subject to any such Pledgor to obtain the samefinancial statement requirement.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor The Grantor hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, and hereby creates a continuing First Priority lien on and security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in and to all of the its right, title and interest of such Pledgor in, in and to and under the following propertyfollowing, wherever located, and whether now existing or hereafter from time to time arising or acquired (collectively, the “Collateral”): (a) all fixtures and personal property of every kind and nature including all accounts (including health-care-insurance receivables), goods (including inventory and equipment), documents (including, if applicable, electronic documents), instruments, promissory notes, chattel paper (whether tangible or electronic), letters of credit, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), securities and all other investment property, commercial tort claims described on Schedule I hereof as supplemented by any written notification given by the Grantor to the Collateral Agent pursuant to Section 5(e), general intangibles (including all payment intangibles, patents, trademarks, copyrights, software, and other intellectual property), money, deposit accounts, and any other contract rights or rights to the payment of money, and in any event shall specifically include, without limitation, that certain License and Supply Agreement dated as of September 30, 2013 between the Grantor and Daewoong Pharmaceutical Co., Ltd., as amended, restated supplemented or otherwise modified from time to time (collectivelythe “License Agreement”), including, without limitation, the “Pledged Collateral”): exclusive right and license to import, distribute, promote, market, develop, offer for sale and otherwise commercialize or exploit Product in the Territory (ias such terms are defined in the License Agreement) all Accounts; for aesthetic use and (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 subject to the Perfection Certificate; terms of the License Agreement) Therapeutic Use (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to as defined in the Pledged CollateralLicense Agreement); and (xiiib) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing foregoing, all books and records relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor the Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2023-1 Leases; (B) all other 2023-1 SUBI Assets, including the 2023-1 SUBI Collection Account but excluding the 2023-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i)(A) and (i)(B) above, including insurance proceeds payable by reason of loss or damage to the 2023-1 Vehicles to the extent not applied to making repairs to the related 2023-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee on behalf of the Noteholders its security interests in the Collateral granted to the Pledged Collateral; andIssuer pursuant to Section 2.01 (xiiia) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for Effective as of the payment and performance in full of all Closing Date, the Secured ObligationsBorrower (and, each Pledgor hereby pledges and grants to the extent it is deemed to hold any interest in the Collateral, VT Inc.) hereby Grants to ALHC, for itself and as Closed-End Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the rightits rights, title and interest of such Pledgor in, to and under the following property, wherever located, and property (in each case whether now owned or existing or hereafter arising acquired or acquired from time to time arising) (collectively, the “Pledged Collateral”): (ia) all Closed-End Units; (b) all Closed-End Collections on the Closed-End Units; (c) all Insurance Policies, to the extent covering or otherwise relating to the Closed-End Units; (d) all amounts received on any Closed-End Lease in respect of any Dealer Recourse Right; (e) the Lease Funding Account; (f) the Exchange Note Accounts; (iig) all Equipmentthe Company Account (and, Goodstogether with the Lease Funding Account, Inventory and Fixturesthe Exchange Note Accounts, the “Borrower Accounts”); (iiih) all Documentsfunds from time to time on deposit in the Borrower Accounts, Instruments together with all certificates and Chattel Paperinstruments, if any, from time to time evidencing such accounts, and funds on deposit and all investments made with such funds, all claims thereunder or in connection therewith, and all interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (ivi) all Letters of Credit and Letter-of-Credit Rights; Hedge Contracts (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateralif any); and (xiiij) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each proceeds of the foregoing and all accessions to; provided, substitutions and replacements forhowever, and rentsthat, profits and products of, each of the foregoing, “Collateral” shall not include any and all Proceeds of any insurance, indemnity, warranty RV Adjustment Funds or guaranty payable to such Pledgor from time to time with respect to any of the foregoingRelinquished Vehicle Proceeds. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) aboveforegoing proviso, however, the security interest created by granted pursuant to this Agreement shall not extend toSection 2.1, and the term definition of “Pledged Collateral,” shall not includeinclude any Relinquished Vehicle Proceeds deposited into the Lease Funding Account, the Company Account or any Excluded Property Exchange Note Account, in each case in accordance with the terms of the Master Exchange Agreement. Such security interest in the Collateral includes all of the rights, powers and options (ibut none of the obligations) of the Pledgors shall from time Borrower and VT Inc., in, to time at and under the request Collateral, including the immediate and continuing right to claim for, collect, receive and give receipt for payments in respect of the Collateral Agent and all other monies payable under the Collateral, to give and receive options, to bring Proceedings in the name of the Borrower or otherwise, and generally to do and receive anything that the Borrower is or may be entitled to do or receive under the Collateral or with respect to the extent feasible without undue effort or expense Collateral. The security interest granted by each of WOLT and VT Inc. pursuant to this Section 2.1 shall be deemed to constitute both (a1) written notice an initial grant of a security interest in the Collateral and (2) an amendment and restatement of (and a continuation of) the security interest granted by such Person pursuant to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameExisting Back-Up Security Agreement.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property CollateralLicenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (ix) the Pledgors shall from time to time at shall, concurrently with any delivery of financial statements under Section 5.01(a) of the Credit Agreement and upon the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property at any time an Event of Default has occurred and (b) is continuing, provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request (including written notice identifying in reasonable detail the Excluded Property) and (iiy) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions permitted under Section 6.19 of such type, or is necessary for such Pledgor to obtain the sameCredit Agreement.

Grant of Security Interest. As collateral security for To secure the prompt payment and performance in full of all the Secured Obligations, each Pledgor Obligor hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and continuing security interest in and Lien upon all of the rightfollowing personal and fixture property, title assets and interest rights of such Pledgor inObligor of every kind and nature, to whether now owned or hereafter acquired or arising, and under the following property, wherever located: (a) all Accounts and all Credit Card Receivables; (b) all Chattel Paper, and whether now existing or hereafter arising or acquired including electronic chattel paper; (c) all Commercial Tort Claims described on Schedule 7.1(c), as shall be amended from time to time in accordance with Section 7.4.1; (collectivelyd) all Deposit Accounts; (e) all Documents; (f) subject to the proviso to Section 7.1(m), all General Intangibles, including Payment Intangibles, Software and Intellectual Property; provided, however, that the “Pledged Collateral”):grant of security interest shall not include any intent-to-use application for a trademark that may be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such security interest unless and until such time that the grant and/or enforcement of the security interest will not affect the status or validity of such trademark; (g) all Goods, including Inventory, Equipment and Fixtures, excluding (i) any motor vehicles and (ii) any Equipment subject to Purchase Money Liens securing Permitted Purchase Money Debt so long as the documents evidencing such Permitted Purchase Money Debt expressly prohibit a second priority lien on such Equipment; (h) all Instruments; (i) all AccountsInvestment Property; (iij) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xik) all Supporting Obligations; (xiil) all monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral; (m) all equity interests in any Subsidiary of such Obligor; provided that such grant of security interest shall not extend to the partnership interests in any of The Bon-Ton Properties-Eastview L.P., The Bon-Ton Properties- Marketplace L.P., or The Bon-Ton Properties- Greece Ridge L.P., to the extent that the grant of such security interest would constitute or result in a breach or termination pursuant to the terms of, or a default under, any lease, loan document, partnership agreement or other organizational document of such limited partnership, so long as such restrictive provision is enforceable under Applicable Law; (n) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and (o) all books and records relating (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the Pledged Collateralforegoing; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentenceprovided, all other personal property of such Pledgorhowever, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each notwithstanding any of the foregoing other provisions set forth herein and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time solely with respect to any assets other than Inventory, Accounts, and other assets of the foregoing. Notwithstanding anything to types that are not included in the contrary contained in clauses (i) through (xiii) aboveTranche A Borrowing Base or the Tranche A-1 Borrowing Base, the security interest created by this Loan Agreement shall not extend toconstitute a grant of a security interest in, and the term “Pledged Collateral” shall not include, include any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give property to the extent feasible without undue effort that a grant of security interest therein (x) is prohibited by any requirements of law or expense (ay) written notice is prohibited by or constitutes a breach or default under or results in the termination of or requires any consent not obtained under any contract, license, agreement, instrument or other document evidencing or giving rise to such property or any applicable shareholder or similar agreement, in the case of clause (x) and (y), solely to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that extent such prohibition or breach or default or requirement for consent is usual in effect and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameenforceable under Applicable Law.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2017-2 Leases; (B) all other 2017-2 SUBI Assets, including the 2017-2 SUBI Collection Account but excluding the 2017-2 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i)(A) and (i)(B) above, including insurance proceeds payable by reason of loss or damage to the 2017-2 Vehicles to the extent not applied to making repairs to the related 2017-2 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2016-2 Leases; (B) all other 2016-2 SUBI Assets, including the 2016-2 SUBI Collection Account but excluding the 2016-2 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2016-2 Vehicles to the extent not applied to making repairs to the related 2016-2 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 8 to the Perfection Certificate, any supplement to the Perfection Certificate or any notice delivered to the Collateral Agent pursuant to Section 3.4(b); (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) aboveabove or otherwise set forth in this Agreement, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give Property. Notwithstanding anything herein to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property contrary, it is hereby acknowledged and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or agreed that control agreements providing for perfection by Control shall not be required hereunder or under the Credit Agreement with respect to any permitDeposit Account, license Securities Account or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameCommodities Account.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants In addition to the Collateral Agent for sale of Accounts hereunder, and without the benefit necessity of the Secured Partiesany further formality, writing or evidence, you hereby transfer and assign to us and grant us a lien on and first priority security interest in all of the your right, title and interest in and to all of such Pledgor inyour now existing and future: (a) accounts receivable (whether or not the same constitute Accounts purchased by us hereunder), to instruments, documents, chattel paper, general intangibles (including, without limitation, all federal, state and under the following property, wherever locatedlocal income tax refunds), and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money any and all Deposit Accounts; other forms of obligations owing to you; (xib) all Supporting Obligations; unpaid seller's rights (xiiincluding rescission, repossession, replevin, reclamation and stoppage in transit) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each any of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each or arising therefrom; (c) rights to any goods represented by any of the foregoing, including returned or repossessed goods; (d) reserves and credit balances arising hereunder; (e) guarantees or collateral for any and all Proceeds of the foregoing (including, without limitation, rights under any insurance, indemnity, warranty letters of credit or guaranty payable to such Pledgor from time to time with respect other credit enhancements in your favor); (f) insurance policies or rights relating to any of the foregoing. Notwithstanding anything to ; (g) bank deposits and accounts; (h) cash and non-cash proceeds of any and all of the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property foregoing; and (i) the Pledgors shall from time Books and Records (as defined below in paragraph 13) evidencing or pertaining to time at the request any of the Collateral Agent give foregoing (the "Factored Collateral"). (It is understood that we shall have no obligation to perform in any respect, any contracts relating to any Accounts.) You shall comply with the requirements of all applicable laws to perfect our security interest in collateral granted to us hereunder, and execute such financing statements and other documents as we may require to effectuate the foregoing and implement this Agreement. To the extent feasible permitted by applicable law, you hereby authorize us to sign your name on your behalf on financing statements covering the collateral and to file financing statements without undue effort your signature in order to perfect or expense (a) written notice to maintain our first priority security interest in the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the samecollateral.

Grant of Security Interest. As collateral security for (a) To secure the prompt payment and performance in full when due, whether by lapse of all time, acceleration, mandatory prepayment or otherwise, of the Secured Credit Party Obligations, each Pledgor Obligor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Party a lien on and continuing security interest in in, and a right to set off against, any and all of the right, title and interest of such Pledgor inObligor in and to the following, to and under the following property, wherever located, and whether now owned or existing or owned, acquired, or arising hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory cash and FixturesCash Equivalents; (iii) all Documents, Instruments and Chattel Paper (including Electronic Chattel Paper); (iv) all Letters of Credit and Commercial Tort Claims as set forth on Schedule 2(a)(iv) to the this Security Agreement (as updated from time to time in accordance with provisions herein); (v) all Copyright Licenses; (vi) all Copyrights; (vii) all Deposit Accounts (other than Excluded Accounts); (viii) all Documents; (ix) all Equipment; (x) all Fixtures; (xi) all General Intangibles; (xii) all Goods; (xiii) all Instruments; (xiv) all Inventory; (xv) all Investment Property; (xvi) all Letter-of-Credit Rights; (vxvii) all Securities Collateral; Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (vicollectively, the “Assigned Agreements”), including without limitation, (A) all Investment Property; rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (viiB) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 rights of an Obligor to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds receive proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to the Assigned Agreements, (C) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (D) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (xviii) all Patent Licenses; (xix) all Patents; (xx) all Payment Intangibles; (xxi) all Securities Accounts; (xxii) all Software; (xxiii) all Supporting Obligations; (xxiv) all Trademark Licenses; (xxv) all Trademarks; (xxvi) all books, 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; (xxvii) all other personal property of any kind or type whatsoever owned by such Obligor; and (xxviii) to the extent not otherwise included, all Accessions, Proceeds and products of any and all of the foregoing. Notwithstanding anything to . (b) The Obligors and the contrary contained in clauses (i) through (xiii) above, Secured Party hereby acknowledge and agree that the security interest created by this Agreement shall not extend to, and hereby in the term “Pledged Collateral” shall not include, any Excluded Property and Collateral (i) the Pledgors shall from time to time at the request constitutes continuing collateral security for all of the Collateral Agent give to the extent feasible without undue effort Credit Party Obligations, whether now existing or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request hereafter arising and (ii) from is not to be construed as a present assignment of any Intellectual Property. (c) The term “Collateral” shall include any Bank Products and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor rights of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions Obligors thereunder only for purposes of such type, or is necessary for such Pledgor to obtain the samethis Section 2.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor Grantor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor Grantor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit AccountsMoney; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such PledgorGrantor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameProperty.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments Instruments, Promissory Notes and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) any assets of Pledgor that now or hereafter come into the possession, custody, or control of Collateral Agent (or its agent or designee); (xiii) all books and records relating to the Pledged Collateral; and (xiiixiv) to the extent not covered by clauses (i) through (xiixiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Issue Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, subject to the Burger King Rights. In addition, notwithstanding anything herein to the contrary, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act requires (or is necessary for replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the Securities and Exchange Commission (or any other governmental agency) of separate financial statements of any Pledgor that is a Subsidiary of the Issuer due to the fact that such Subsidiary’s Capital Interests or other securities of such Pledgor secure the Notes and/or Permitted Additional Pari Passu Obligations affected thereby, then the Capital Interests and such other securities of such Pledgor will automatically be deemed not to obtain be part of the samePledged Collateral securing the Notes and/or Permitted Additional Pari Passu Obligations affected thereby but only to the extent necessary to not be subject to such requirement, only for so long as required to not be subject to such requirement and only with respect to Secured Obligations affected thereby. In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the Securities and Exchange Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Pledgor’s Capital Interests and other securities to secure the Notes and/or Permitted Additional Pari Passu Obligations in excess of the amount then pledged without the filing with the Securities and Exchange Commission (or any other governmental agency) of separate financial statements of such Pledgor, then the Capital Interests and other securities of such Pledgor will automatically be deemed to be a part of the Pledged Collateral for the relevant Notes and/or Permitted Additional Pari Passu Obligations but only to the extent necessary to not be subject to any such financial statement requirement. In accordance with the limitations set forth in the two immediately preceding paragraphs, the Pledged Collateral for the Notes and/or Permitted Additional Pari Passu Obligations will include such Pledgor’s Capital Interests only to the extent that the applicable value of such Capital Interests (on a Subsidiary-by-Subsidiary basis) is less than 20% of the aggregate principal amount of the Notes outstanding. Following the date hereof, however, the portion of the Capital Interests of Subsidiaries constituting Pledged Collateral may increase or decrease as described above.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2016-1 Leases; (B) all other 2016-1 SUBI Assets, including the 2016-1 SUBI Collection Account but excluding the 2016-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2016-1 Vehicles to the extent not applied to making repairs to the related 2016-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Credit Party Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments Instruments, Promissory Notes and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) ; all General Intangibles; (xix) all Money and all Deposit Accounts, Securities Accounts and Commodities Accounts; (xix) all Supporting Obligations; (xi) all Bank Products; (xii) any assets of Pledgor that now or hereafter come into the possession, custody, or control of Administrative Agent (or its agent or designee); (xiii) all books and records relating to the Pledged Collateral; and (xiiixiv) to the extent not covered by clauses (i) through (xiixiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixiv) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Administrative Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor subject to obtain the sameBurger King Rights and the Popeyes Rights.

Grant of Security Interest. As collateral security for (a) To secure the prompt payment and performance in full of all the Secured Obligations, each Pledgor Borrower hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and continuing security interest in and Lien upon all Property of such Borrower, including all of the rightfollowing Property, title whether now owned or hereafter acquired, and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):: (i) all Accounts; (ii) all EquipmentChattel Paper, Goods, Inventory and Fixturesincluding electronic chattel paper; (iii) all Documents, Instruments and Chattel PaperCommercial Tort Claims; (iv) all Letters of Credit and Letter-of-Credit RightsDeposit Accounts; (v) all Securities CollateralDocuments; (vi) all General Intangibles, including Intellectual Property; (vii) all Goods, including Inventory, Equipment and fixtures; (viii) all Instruments; (ix) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit AccountsLetter-of-Credit Rights; (xi) all Supporting Obligations; (xii) all books monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral; (xiii) all accessions to, substitutions for, and records relating all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to the Pledged insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and (xiiixiv) all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the extent not covered by clauses foregoing. (ib) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained set forth in clauses (i) through (xiiiSection 7.1(a) above, the security interest created by this Agreement types or items of Collateral described in such Section shall not extend toinclude (collectively, and the term “Pledged Collateral” shall not include, any Excluded Property and Property”): (i) any Excluded Equity, (ii) any rights or interests in any contract, lease, permit, license, charter or license agreement covering real or personal property, as such, if under the Pledgors shall from time terms of such contract, lease, permit, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest or Lien therein to time at Agent is prohibited and such prohibition has not been or is not waived or the request consent of the Collateral Agent give other party to such contract, lease, permit, license, charter or license agreement has not been or is not otherwise obtained or under applicable law such prohibition cannot be waived, provided, that the forgoing exclusion shall in no way be construed (A) to apply if any such prohibition is unenforceable under the UCC or other Applicable Law or (B) so as to limit, impair or otherwise affect Agent's unconditional continuing security interests in and Liens upon any rights or interests of any Borrower in or to monies due or to become due under any such contract, lease, permit, license, charter or license agreement (including any Accounts), (iii) any application for a trademark that would be invalidated, canceled, voided or abandoned due to the grant and/or enforcement of such security interest or Lien, including all such United States and foreign trademark applications that are based on an intent-to-use the xxxx in commerce, unless and until such time that the grant and/or enforcement of the security interest or Lien will not cause such trademark to be invalidated, canceled, voided or abandoned, or (iv) Equipment of Fixtures owned by any Obligor that is subject to a Purchase Money Lien or Capital Lease permitted hereunder, but only to the extent feasible without undue effort that the contract pursuant to which such Purchase Money Lien is granted or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that Capital Lease would prohibit the creation granting of a Lien on such permitEquipment or Fixtures pursuant hereto; provided, license however that Excluded Property shall not include any Proceeds, substitutions or agreement in favor replacements of the Collateral Agent Excluded Property (unless such Pledgor believesProceeds, in its reasonable judgmentsubstitutions or replacements would constitute Excluded Property) and provided, that further if any Excluded Property would have otherwise have constituted Collateral, when such prohibition is usual property shall cease to be Excluded Property, such property shall be deemed at all times from and customary in transactions of such type, or is necessary for such Pledgor after the date hereof to obtain the sameconstitute Collateral.

Grant of Security Interest. As collateral security for the payment Each Grantor hereby pledges, hypothecates, collaterally assigns, charges, mortgages and performance in full of all the Secured Obligationspledges to Lender, each Pledgor and hereby pledges and grants to the Collateral Agent for the benefit of the Secured PartiesLender, a lien on and security interest in in, all of the such Grantor’s right, title and interest in and to the following, whether now or hereafter existing or acquired and wherever located (collectively, the “Collateral”): (a) all Equipment; (b) all Inventory; (c) all Accounts; (d) all Intellectual Property Collateral; (e) all General Intangibles; (f) all Investment Property; (g) all Deposit Accounts; (h) all Chattel Paper; (i) all Commercial Tort Claims; (j) all Goods (other than Inventory); (k) all Instruments; (l) all Payment Intangibles; (m) all Documents; (n) all Supporting Obligations; (o) all Letter-of-Credit Rights; (p) all Health-care-insurance-receivables; (q) all of such Pledgor ineach Grantor’s right, title and interest in and to all of its Leases and under Management Agreements (including the following property, wherever locatedLeases and Management Agreements specified in Schedule VI attached hereto), and whether each Interest Rate Agreement to which any Grantor is now existing or may hereafter arising become a party, in each case as such agreements may be amended or acquired otherwise modified from time to time (collectively, the “Pledged CollateralAssigned Agreements”): ), including (i) all Accounts; rights of each Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products rights of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty payable with respect to the Assigned Agreements; (iii) all claims of each Grantor for damages arising out of or for breach of or default under the Assigned Agreements; and (iv) the right of each Grantor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all furniture and Fixtures; (s) the Pledged Deposit Accounts, and all amounts therein; (t) all of each Grantor’s other property and rights of every kind and description and interests therein, including all moneys, securities and other property, now or hereafter held or received by, or in transit to, Lender from or for any Grantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (u) all of each Grantor’s books, records, documents, instruments, electronic databases, computer records, ledger cards, customer lists, manuals, files, correspondence, tapes, drafts and related data processing software, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any and all of the foregoing Collateral; and (v) all Proceeds of any and all of the foregoing Collateral; provided, however, that any agreement to which such Grantor is a party shall be excluded from the security interest granted by such Grantor under this Section to the extent that the assignment thereof or the creation of a security interest therein would constitute a breach of the terms of such agreement, or would permit any party to such Pledgor from time agreement to time terminate such agreement, in each case as such agreement is in effect on the date of this Agreement or the date on which such agreement is first entered into by such Grantor; provided, further, however, that (i) any of the agreements excluded in accordance with the foregoing provision shall cease to be so excluded if, at such time, (A) the prohibition of assignment or creation of a security interest in such agreement is no longer in effect, or is rendered ineffective as a matter of law, or (B) such Grantor has obtained all of the consents of the other parties to such agreement necessary for the assignment of, or creation of a security interest in, such agreement and (ii) with respect to any of the foregoing. Notwithstanding anything Management Agreement referred to the contrary contained in clauses clause (i) through (xiii) abovep), the security interest created by this Agreement such Grantor shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in use its commercially reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor best efforts to obtain the sameany such necessary consent.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xiixi) all books and records relating to the Pledged Collateral; and (xiiixii) to the extent not covered by clauses (i) through (xiixi) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Property. The Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the any Excluded Property as the Collateral Agent may reasonably request request. In addition, as collateral security for the payment and (ii) from performance in full of all the Secured Obligations, each Pledgor hereby pledges and after grants to the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing Control Agent for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor benefit of the Collateral Agent unless and the Secured Parties, a Lien on and security interest in all of the right, title and interest of such Pledgor believesin, to and under the Control Collateral. It is further understood and agreed that at any time that the Intercreditor Agreement is in its reasonable judgmenteffect, any Control Collateral that such prohibition is usual and customary in transactions of such typerequired to be delivered, or control over which is necessary for such Pledgor required to obtain be granted, to the sameCollateral Agent hereunder shall be delivered to the Control Agent or be subject to Control Agent’s control.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured ObligationsLiabilities, each Pledgor hereby pledges and grants to the Collateral Agent Secured Party, for the benefit of the Secured PartiesLenders, a lien on and security interest in and security title to the Investment Account and the Pledged Securities, together with (i) the certificate(s), if any, from time to time representing such Pledged Securities accompanied by a power of attorney concerning the Pledged Securities duly executed in blank by the Pledgor, and (ii) subject to the rights of the Pledgor set forth in Section III, all distributions (whether in cash, stock, warrants, options, or other securities), cash, instruments or other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Securities; and hereby assigns, transfers, hypothecates and sets over to the Secured Party all of the Pledgor's right, title and interest of such Pledgor in, to in and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and Securities (xiii) and in and to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible certificates or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of instruments evidencing the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained items described in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from above) to be held upon the terms and after conditions set forth in this Agreement. Pledgor agrees to deliver to the Closing DatePledgee all certificates and instruments evidencing the items described in clause (ii) above promptly upon Pledgor's receipt thereof. The Investment Account and the Pledged Securities, no Pledgor shall permit to become effective together with all other securities in respect thereof and moneys received in respect thereof and any document creating, governing or providing for proceeds of any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believesforegoing, are sometimes hereinafter called the "Collateral." For purposes of this Agreement, "distribution" shall include, without limitation, any and all interest payable in its reasonable judgment, that such prohibition is usual and customary in transactions respect of such type, or is necessary for such Pledgor to obtain the samePledged Securities on any other Collateral.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2015-1 Leases; (B) all other 2015-1 SUBI Assets, including the 2015-1 SUBI Collection Account but excluding the 2015-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2015-1 Vehicles to the extent not applied to making repairs to the related 2015-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameAssets.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2019-1 Leases; (B) all other 2019-1 SUBI Assets, including the 2019-1 SUBI Collection Account but excluding the 2019-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i)(A) and (i)(B) above, including insurance proceeds payable by reason of loss or damage to the 2019-1 Vehicles to the extent not applied to making repairs to the related 2019-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants Pursuant to the Collateral Agent for the benefit terms of the Secured PartiesAgreement, Grantor hereby grants a lien on and security interest in all of the its right, title title, and interest of such Pledgor in, to to, and under all of the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Additional Collateral”):: (ia) all AccountsQsymia Product Rights set forth on Exhibit A to this Security Agreement and all of Grantor’s rights and privileges with respect thereto; (iib) all Equipment, Goods, Inventory and FixturesRegulatory Approvals; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xic) all Supporting Obligations; Obligations (xiias such term is defined in the UCC) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each in respect of the foregoing and all accessions to, substitutions collateral security and replacements for, and rents, profits and products of, each of the foregoing, guarantees given by any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time Person with respect to any of the foregoing. Notwithstanding anything ; (d) all of Grantors’s books and records relating to any and all of the contrary contained foregoing; (e) all contractual rights of Grantor under any Permitted Partnering Agreement to receive payment of Net Sales; and (f) all Proceeds (as such term is defined in clauses (ithe UCC) through (xiii) aboveand products of and to any and all of the foregoing; provided, the security interest created by this Agreement shall not extend tohowever, and the term that, “Pledged Additional Collateral” shall not includeinclude any general intangible, permit, lease, license, contract or other instrument of Grantor included in items (D) through (H) of the definition of Qsymia Product Rights (or any Excluded Property of Grantor’s books and records relating thereto, or any Proceeds and products thereof and thereto), if, and only 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 Persons party thereto the right to terminate, accelerate or otherwise alter Grantor’s rights, title and interests thereunder (including upon the giving of notice or the lapse of time or both); provided, further, that (i) any such limitation described above on the Pledgors security interests granted hereunder shall from time to time at the request of the Collateral Agent give only apply to the extent feasible without undue effort or expense (a) written notice that any such prohibition could not be rendered ineffective pursuant to the Collateral Agent identifying in reasonable detail the Excluded Property and UCC or any other Applicable Law (bincluding Bankruptcy Laws) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request or principles of equity and (ii) from 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 general intangible, permit, lease, license, contract or other instrument of Grantor (and after the Closing Date, no Pledgor shall permit books and records relating thereto and the Proceeds and products thereof and thereto) to become effective Additional Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in any document creatingsuch general intangible, governing or providing for any permit, license lease, license, contract or agreement a provision that would prohibit other instrument (and the creation of a Lien on such permit, license or agreement in favor of books and records relating thereto and the Proceeds and products thereof and thereto) shall be automatically and simultaneously granted hereunder and shall be included as Additional Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the samehereunder.

Grant of Security Interest. (a) As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments Instruments, Promissory Notes and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate;; Table of Contents (ix) all General Intangibles; (x) all Money and all Deposit Accounts, Securities Accounts and Commodities Accounts; (xi) all Supporting Obligations; (xii) all Bank Products; (xiii) any assets of Pledgor that now or hereafter come into the possession, custody, or control of Administrative Agent (or its agent or designee); (xiv) all books and records relating to the Pledged Collateral; and (xiiixv) to the extent not covered by clauses (i) through (xiixiv) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixv) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Administrative Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor subject to obtain the sameBurger King Rights.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor the Company hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Party a lien on and security interest in all of the Company’s right, title and interest of such Pledgor in, to and under the following property, wherever located, located and whether now existing or owned or hereafter acquired or arising or acquired from time to time (collectively, the “Pledged Collateral”): ): (i) all Accounts; ; (ii) all Equipment, Goods, Inventory and Fixtures; Rights to Payment; (iii) all Documents, Instruments and Chattel Paper; ; (iv) all Letters of Credit and Letter-of-Credit Rights; Deposit Accounts; (v) all Securities Collateral; Documents; (vi) all Investment Property; Equipment; (vii) all Intellectual Property Collateral; General Intangibles; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; all Instruments; (ix) all General Intangibles; Inventory; (x) all Money and all Deposit Accounts; Investment Property; (xi) all Supporting Obligations; Books; (xii) all books and records relating to the Pledged CollateralLetter of Credit Rights; and (xii) all Commercial Tort Claims; (xiii) to the extent not covered by clauses all Contracts; (ixiv) through all Money; (xiixv) of this sentence, all Supporting Obligations; (xvi) all other goods and personal property of such Pledgorproperty, wherever located, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and whether now owned or hereafter acquired, existing, leased or consigned by or to the Company; and (xvi) all Proceeds of any and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, for and rents, profits and products of, of each of the foregoing. If the Company at any time acquires a Commercial Tort Claim in excess of $50,000, any the Company shall immediately notify the Secured Party in a writing signed by the Company of the brief details thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all Proceeds upon the terms of any insurancethis Agreement, indemnity, warranty with such writing to be in form and substance reasonably satisfactory to the Secured Party and the Company shall file or guaranty payable cause to such Pledgor from time to time with respect be filed an amendment to any of financing statement under the foregoing. Notwithstanding anything UCC to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent include such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameCommercial Tort Claim.

Grant of Security Interest. (a) As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor the Debtor hereby pledges and grants to the Collateral Agent for the benefit Secured Party a continuing security interest in, lien on, and right of set-off against, all personal property and fixtures of the Secured PartiesDebtor, a lien on and security interest in including without limitation all of the rightfollowing property of the Debtor, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now owned or existing or hereafter arising acquired or acquired from time to time (collectivelyarising, the “Pledged Collateral”):regardless of where located: (i) all AccountsAccounts of the Debtor (including the Debtor's interest in all credit enhancements therefor); (ii) all Equipment, Goods, Inventory and Fixturesof the Debtor; (iii) all Documents, Instruments and Chattel PaperEquipment of the Debtor (provided that the Debtor shall not be required to record the Secured Party's Lien on any certificate of title relating to any motor vehicle); (iv) all Letters Assigned Contracts, letters of Credit credit, chattel paper, promissory notes, instruments and Letter-of-Credit Rightsdocuments of title of the Debtor; provided, that the Collateral shall not include any Assigned Contract in respect of which the grant of the security contemplated by this Agreement shall be prohibited by its terms; provided, however, that upon the termination of such prohibitions for any reason whatsoever, the provisions of this Section 2.1 shall be deemed to apply thereto automatically; (v) all Securities CollateralGeneral Intangibles of the Debtor, including all Proprietary Rights of the Debtor; provided, that the Collateral shall not include any General Intangible in respect of which the grant of the security contemplated by this Agreement shall be prohibited by its terms; provided, however, that upon the termination of such prohibitions for any reason whatsoever, the provisions of this Section 2.1 shall be deemed to apply thereto automatically; (vi) all Investment PropertyProperty and Financial Assets of the Debtor; (vii) to the extent not included in the foregoing, all Intellectual Property Collateralclaims which the Debtor has against any other Person, including all amounts owing to the Debtor by any Person for loans and advances made by the Debtor to such Person; (viii) all money, cash, cash equivalents, securities and other property of any kind of the Commercial Tort Claims described on Schedule 13 to Debtor held directly or indirectly by, or under the Perfection Certificatecontrol of, the Secured Party or any affiliates thereof or by a bailee thereof; (ix) all General Intangiblesdeposit accounts, credits and balances of the Debtor with, and other claims of the Debtor against, the Secured Party or any of its affiliates; (x) all Money books, records and all Deposit Accounts;other property related to or referring to any of the foregoing, including, without limitation, books, records, account ledgers, data processing records, computer software and other property at any time evidencing or relating to any of the foregoing; and (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions for and replacements forreplacements, products and rents, profits and products of, each proceeds of any of the foregoing, any and all Proceeds including, but not limited to, proceeds of any insuranceinsurance policies, indemnityclaims against third parties, warranty and condemnation or guaranty payable to such Pledgor from time to time requisition payments with respect to all or any of the foregoing. Notwithstanding anything All of the foregoing, and all other property of the Debtor in which the Secured Party may at any time be granted a Lien to secure the contrary contained Obligations, is herein collectively referred to as the "Collateral." (b) All of the Obligations shall be secured by all of the Collateral. The Secured Party may in clauses its sole discretion, (i) through (xiii) aboveexchange, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, waive or release any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request Collateral, and (ii) from when any Event of Default exists (x) apply Collateral and after direct the Closing Dateorder or manner of sale thereof as the Secured Party may determine, no Pledgor shall permit to become effective and (y) settle, compromise, collect, or otherwise liquidate any Collateral in any document creatingmanner, governing all without affecting the Obligations or providing for the Secured Party's right to take any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor other action with respect to obtain the sameany other Collateral.

Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance in full of all of the Secured Obligations, each Pledgor Corporate Credit Party executing this Agreement hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Lender a lien on and security interest in and Lien upon all of its property and assets, whether real or personal, tangible or intangible, and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title, or interest, including all of the following property in which it now has or at any time in the future may acquire any right, title or interest: all Accounts; all Deposit Accounts and all funds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments, Stock and Investment Property; all Inventory; all Equipment; all Goods; all Chattel Paper, all Documents; all Instruments; all Books and Records; all General Intangibles; each Life Insurance Policy; all Supporting Obligations; all Letter-of-Credit Rights; and to the extent not otherwise included, all Proceeds and products of all and any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, but excluding in all events Hazardous Waste (all of the foregoing, together with any other collateral pledged to the Lender pursuant to any other Credit Document, collectively, the “Collateral”). (b) Each Corporate Credit Party executing this Agreement and Lender agree that this Agreement creates, and is intended to create, valid and continuing Liens upon the Collateral in favor of Lender. Each such Corporate Credit Party represents, warrants and promises to Lender that: (i) such Corporate Credit Party is the sole owner of each item of the Collateral upon which it purports to gxxxx x Xxxx pursuant to the Credit Documents, and has good and marketable title thereto free and clear of any and all Liens or claims of others, other than Permitted Liens; (ii) the security interests granted pursuant to this Agreement will constitute valid perfected security interests in all of the Collateral in favor of Lender as security for the prompt and complete payment and performance of the Obligations, enforceable in accordance with the terms hereof against any and all creditors of and purchasers from such Corporate Credit Party (other than purchasers of Inventory in the ordinary course of business) and such security interests are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Liens which have priority by operation of law; and (iii) no effective security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is or will be on file or of record in any public office, except those relating to Permitted Liens. Each Corporate Credit Party executing this Agreement promises to defend the right, title and interest of Lxxxxx in and to the Collateral against the claims and demands of all Persons whomsoever, and each Corporate Credit Party shall take such Pledgor inactions, including (x) upon request by Lxxxxx, the prompt delivery of all negotiable Documents, original Instruments, Chattel Paper and certificated Stock owned by such Corporate Credit Party to Lender, (y) notification of Lxxxxx’s interest in Collateral at Lxxxxx’s request, and (z) the institution of litigation against third parties as shall be prudent in order to protect and preserve such Credit Party’s and Lxxxxx’s respective and several interests in the Collateral. Each Corporate Credit Party executing this Agreement shall mark its Books and Records pertaining to the Collateral to evidence the Credit Documents and the Liens granted under the Credit Documents. All Chattel Paper shall be marked with the following property, wherever locatedlegend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Gerber Finance Inc.” (c) Each Corporate Credit Party executing this Agreement shall obtain or use its best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and whether now existing or hereafter arising or acquired each Corporate Credit Party shall in all instances obtain signed acknowledgments of Lxxxxx’s Liens from time to time (collectively, bailees having possession of such Corporate Credit Party’s Goods that they hold for the “Pledged Collateral”):benefit of Lender. (id) all Accounts;Each Corporate Credit Party executing this Agreement shall obtain authenticated control letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Credit Party. (iie) all Equipment, Goods, Inventory Each Corporate Credit Party executing this Agreement shall establish and Fixtures;maintain the cash management system described in Schedule IV. All payments on account of the Obligations required by Sections 3.1 and 10.2 hereof shall be made to or deposited in the blocked account described in Schedule IV in accordance with the terms thereof. (iiif) all DocumentsEach Corporate Credit Party executing this Agreement shall promptly, Instruments and Chattel Paper; in any event within two (iv2) all Letters Business Days after becoming a beneficiary under a letter of Credit credit, notify Lender thereof and enter into a tri-party agreement with Lxxxxx and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights;Rights assigning such Letter-of-Credit Rights to Lender and directing all payments thereunder to Lender, all in form and substance reasonably satisfactory to Lender. (vg) Each Corporate Credit Party executing this Agreement shall take all Securities Collateral; (vi) steps necessary to grant Lender control of all Investment Property; (vii) all Intellectual Property Collateral; (viii) electronic chattel paper in accordance with the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money UCC and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of “transferable records” as defined in each of the foregoing Uniform Electronic Transactions Act and all accessions to, substitutions the Electronic Signatures in Global and replacements for, National Commerce Act. (h) Each Corporate Credit Party executing this Agreement hereby irrevocably authorizes Lender at any time and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to file in any of the foregoing. Notwithstanding anything to the contrary contained filing office in clauses any Uniform Commercial UCC jurisdiction any initial financing statements and amendments thereto that (i) through indicate the Collateral (xiiix) aboveas all assets of such Corporate Credit Party or words of similar effect, regardless of whether any particular asset comprised in the security interest created by this Agreement shall not extend to, and Collateral falls within the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request scope of Article 9 of the Collateral Agent give to the extent feasible without undue effort UCC or expense such jurisdiction, or (ay) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request being of an equal or lesser scope or with greater detail, and (ii) from contain any other information required by Part 5 of Article 9 of the UCC or the filing office for acceptance of any financing statement or amendment, including whether each Corporate Credit Party is an organization, the type of organization and any organization identification number issued to each Corporate Credit Party, and in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Corporate Credit Party agrees to furnish any such information to Lender promptly upon request. Each Corporate Credit Party also ratifies its authorization for Lender to have filed any initial financing statements or amendments thereto if filed prior to the date hereof. (i) Each Corporate Credit Party shall promptly, and in any event within two (2) Business Days after the Closing Datesame is acquired by it, no Pledgor notify Lender of any commercial tort claim (as defined in the UCC) acquired by it and unless otherwise consented by Lxxxxx, each Corporate Credit Party shall permit enter into a supplement to become effective in any document creatingthis Agreement, governing or providing for any permit, license or agreement a provision that would prohibit the creation of granting to Lender a Lien on in such permit, license or agreement in favor commercial tort claim. (j) It is the intent of each Corporate Credit Party and Lender that none of the Collateral Agent unless other than as set forth in the Mortgage, is or shall be regarded as Fixtures and each Corporate Credit Party represents and warrants that it has not made and is not bound by any lease or other agreement that is inconsistent with such Pledgor believesintent. Nevertheless, in its reasonable judgment, that such prohibition if the Collateral or any part thereof is usual and customary in transactions of such type, or is necessary for to become attached or affixed to any real estate, each Corporate Credit Party will, upon request, furnish Lender with a disclaimer or subordination in form satisfactory to Lender of their interests in the Collateral from all Persons having an interest in the real estate to which the Collateral is attached or affixed, together with the names and addresses of the record owners of, and all other persons having interest in, and a general description of, such Pledgor to obtain the samereal estate.

Grant of Security Interest. (a) As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection CertificateCertificate and all Commercial Tort Claims of which any Pledgor has provided notice to the Collateral Agent pursuant to Section 3.4(c); (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2013-1 Leases; (B) all other 2013-1 SUBI Assets, including the 2013-1 SUBI Collection Account but excluding the 2013-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2013-1 Vehicles to the extent not applied to making repairs to the related 2013-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties, a lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit RightsRights (whether or not the Letter of Credit is evidenced by a writing); (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 15 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and; (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, choses in action and all other personal property of such Pledgor, whether tangible or intangible; (xiv) the Escrow Property to the extent the Borrower is determined to have any right, other than Capital Stock that does not constitute Pledged Securities and title or interest in any of the Escrow Property; and (xv) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insuranceinsurance (including, without limitation, in connection with a Casualty Event with respect to any Mortgaged Property, or with respect to improvements or Fixtures thereon, any and all awards made for the taking by eminent domain, or by any proceedings or purchase in lieu thereof, of any Mortgaged Property, or any improvements or Fixtures thereon, including any awards resulting from any damage to any Mortgaged Property, improvements or Fixtures for which compensation shall be given by any Governmental Authority), indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixv) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameAssets.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each the Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien Lien on and security interest in all of the right, title and interest of such the Pledgor in, to and under all property of the Pledgor and in particular the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accountsthe Collateral Assets; (ii) all Equipment, Goods, Inventory and FixturesInstruments; (iii) all Documents, Instruments Investment Property and Chattel Paperall Financial Assets; (iv) all Letters of Credit and Letter-of-Credit RightsGeneral Intangibles, including, without limitation, all Payment Intangibles; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xivi) all Chattel Paper; (vii) all Letter-of-Credit Rights (viii) all Documents; (ix) all Supporting Obligations; (xiix) all books and records Records relating to the Pledged Collateral; (xi) all Accounts; (xii) all rights arising under the Investment Advisory Agreement and the Sale Agreement; (xiii) all Cash and Cash Equivalents (a) held in, or expressly required to be deposited into, the Collateral Account pursuant to the terms of the Collateral Administration Agreement, or (b) received by the Administrative Agent or any Lender as a result of the exercise of remedies in accordance with the Loan Documents in respect of the Collateral Assets; provided that Cash and Cash Equivalents that would otherwise constitute Collateral pursuant to this clause (xiii) shall cease to be Collateral immediately and automatically upon their release from the Collateral Account pursuant to the terms of the Collateral Administration Agreement; and (xiiixiv) to the extent not covered by clauses (i) through (xiixiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such the Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) aboveforegoing, the Lien and security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, and the component definitions thereof shall not include, any Excluded Property Property. Any Collateral Asset and (i) related Collateral shall cease to be Collateral immediately and automatically upon its sale or transfer pursuant to and in compliance with the Pledgors shall from time to time at the request terms and conditions of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameLoan Documents.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viiivi) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate2.1 hereto; (ixvii) all General Intangibles; (xviii) all Money and all Deposit Accounts; (xiix) all Supporting Obligations; (xiix) all books and records relating to the Pledged Collateralrecords; and (xiiixi) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixi) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Property. The Pledgors shall from time to time at the request of the Collateral Agent Administrative Agent, give to the extent feasible without undue effort or expense (a) written notice to the Collateral Administrative Agent identifying in reasonable detail the Excluded Property and (b) shall provide to the Collateral Administrative Agent such other information regarding the Excluded Property as the Collateral Administrative Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the samerequest.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties, a lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all EquipmentEquipment (including Commercial Motor Vehicles), Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit RightsRights (whether or not the letter of credit is evidenced by a writing); (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 15 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting ObligationsMoney; (xii) all Supporting Obligations; (xiii) all books and records relating pertaining to the Pledged Collateral; and; (xiiixiv) to the extent not covered by clauses (i) through (xiixiv) of this sentence, choses in action and all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and ; and (xv) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixvi) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and Property. In addition, (i) the Pledgors shall from time to time at the reasonable request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license lease or agreement license, a provision that would prohibit the creation of a Lien on such permit, lease or license or agreement in favor of the Collateral Agent unless (x) no Event of Default has occurred and is continuing and (y) such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance in full of all the Secured Obligations, each Pledgor of the Borrowers and each other Credit Party executing this Agreement hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Lender a lien on and security interest in and Lien upon all of its personal property and assets, whether tangible or intangible, and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title, or interest, including all of the following property in which it now has or at any time in the future may acquire any right, title or interest: all Accounts; all bank and deposit accounts and all funds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments, Stock and Investment Property; all Inventory and Equipment; all Goods; all Chattel Paper, Documents and Instruments; all Books and Records; all General Intangibles; and to the extent not otherwise included, all Proceeds and products of all and any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, but excluding in all events Hazardous Waste (all of the foregoing, together with any other collateral pledged to the Lender pursuant to any other Loan Document, collectively, the "Collateral"). (b) Each Borrower, Lender and each other Credit Party executing this Agreement agree that this Agreement creates, and is intended to create, valid and continuing Liens upon the Collateral in favor of Lender. Each Borrower and each other Credit Party executing this Agreement represents, warrants and promises to Lender that: (i) each Borrower and each other Credit Party granting a Lien in Collateral is the sole owner of each item of the Collateral upon which it purports to xxxxx x Xxxx pursuant to the Loan Documents, and has good and marketable title thereto free and clear of any and all Liens or claims of others, other than Permitted Encumbrances; (ii) the security interests granted pursuant to this Agreement, upon completion of the filings and other actions listed on Disclosure Schedule 6.1 (which, in the case of all filings and other documents referred to in said Schedule, have been delivered to the Lender in duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Lender as security for the prompt and complete payment and performance of the Obligations, enforceable in accordance with the terms hereof against any and all creditors of and purchasers from any Credit Party (other than purchasers of Inventory in the ordinary course of business) and such security interests are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Encumbrances which have priority by operation of law; and (iii) no effective security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is or will be on file or of record in any public office, except those relating to Permitted Encumbrances. Each Borrower and each other Credit Party executing this Agreement promise to defend the right, title and interest of such Pledgor in, Lender in and to the Collateral against the claims and under the following property, wherever locateddemands of all Persons whomsoever, and whether now existing or hereafter arising or acquired from time to time (collectivelyeach shall take such actions, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; including (x) the prompt delivery of all Money original Instruments, Chattel Paper and all Deposit Accounts; certificated Stock owned by such Borrower and each other Credit Party granting a Lien on Collateral to Lender, (xiy) all Supporting Obligations; notification of Lender's interest in Collateral at Lender's request, and (xiiz) all books the institution of litigation against third parties as shall be prudent in order to protect and records relating preserve each Credit Party's and Lender's respective and several interests in the Collateral. Each Borrower (and any other Credit Party granting a Lien in Collateral) shall xxxx its Books and Records pertaining to the Pledged Collateral; and (xiii) Collateral to evidence the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible Loan Documents and the Liens granted under the Loan Documents. All Chattel Paper shall be marked with the following legend: "This writing and the obligations evidenced or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable secured hereby are subject to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameGeneral Electric Capital Corporation."

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties, a lien Lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following propertyProperty, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment PropertyProperty and Deposit Accounts; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 1 hereto (as such Schedule may be supplemented from time to the Perfection Certificatetime pursuant to Section 3.4(f)); (ix) all General Intangibles; (x) all Money and all Deposit AccountsMoney; (xi) all Supporting Obligations; (xii) all books and records relating pertaining to the Pledged Collateral; and; (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property choses in action of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and ; and (xiv) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixiv) above, above or any other provision of any Notes Document: (v) the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” and “Intellectual Property Collateral” shall not include, any Excluded Property and Assets; (iw) no Pledgor shall be required to take any action with respect to perfection by “control” (within the Pledgors shall from time to time at the request meaning of the Collateral Agent give UCC (other than in respect of (A) Pledged Securities (to the extent feasible without undue effort or expense such Pledged Securities can be perfected by control), (aB) written notice Pledged Debt to the extent required to be delivered to the Collateral Agent identifying in reasonable detail the Excluded Property hereunder and (bC) provide any accounts pursuant to Section 2.3); (x) except as provided in Section 4.19(d)(i) of the Collateral Agent such Indenture, no security agreements or pledge agreements governed under the laws of any jurisdiction, other information regarding than the Excluded Property as the Collateral Agent may reasonably request and United States or any of its States, shall be required; (iiy) from and after the Closing Date, no Pledgor shall permit be required to become effective perfect the security interests granted by this Agreement by any means other than by (A) filings pursuant to the UCC in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor office of the secretary of state (or similar central filing office) or local filing office, as applicable, of the relevant state(s), (B) filing and recording fully executed agreements substantially in the forms set forth in Exhibits 2, 3, and 4 hereto in the USPTO or in the USCO, as applicable, (C) obtaining “control” (within the meaning of the UCC) of Pledged Securities, Pledged Debt and any accounts pursuant to Section 2.3 to the extent expressly required elsewhere herein or (D) other methods expressly provided herein; and (z) no Pledgor shall be required to deliver any leasehold mortgage, landlord consent or estoppel, collateral access agreement or bailee letters with regards to any leased Real Property. Notwithstanding anything to the contrary contained herein, immediately upon any Property ceasing to constitute Excluded Assets, the Pledged Collateral Agent unless shall include, and the Issuer and the other Pledgors, as applicable, shall be deemed to have granted a security interest in, such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameProperty.

Grant of Security Interest. As collateral security for 2.1 To secure the payment Borrower’s full and timely performance in full of all the Secured its Obligations, each Pledgor the Borrower hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Party a lien continuing Lien on and security interest interest, right of setoff against and an assignment to the Secured Party (the “Security Interest”) in all of the Borrower’s right, title and interest in and to all of such Pledgor inits real properties, personal property and assets (both tangible and intangible), including, the following, but excluding Deposit Certificate of $1,580,508 pledged to the State of Kentucky by X. X. Xxxxx as bonds for reclamation reliability to be incurred, whether now owned or hereafter acquired and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time : (collectively, the “Pledged Collateral”): a) all Receivables; (b) all Equipment; (c) all Fixtures; (d) all Intangibles; (e) all Inventory; (f) all Investment Property; (g) all Deposit Accounts; (h) all Cash; (i) all Accounts; Intellectual Property; (iij) all Equipment, Goods, Inventory and Fixtures; leases; (iiik) all Documents, Instruments and Chattel Paper; (iv) all Letters other Goods of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged CollateralBorrower; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoingforegoing (collectively, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable the “Collateral”). Notwithstanding the granting by the Borrower to such Pledgor from time to time with respect to any the Secured Party of the foregoing. Notwithstanding anything to Security Interests in the contrary contained assets listed in clauses Section 2 (ia) through (xiiik) above, the Secured Party’s Security Interest shall be subordinate to the security interest created held by this Agreement shall not extend to, the State of Kentucky on certificates of deposit and/or bonds pledged to the State of Kentucky to indemnify the State of Kentucky for any expenses or costs related to the reclamation of any surface and underground mines developed or exploited by the term “Pledged Collateral” shall not include, any Excluded Property and Borrower. 2.2 Anything herein to the contrary notwithstanding: (ia) the Pledgors Borrower shall from time remain liable under the contracts and agreements related to time at the request of the Collateral Agent give to the extent feasible without undue effort set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by the Secured Party of any of the rights hereunder shall not release the Borrower from any of its duties or expense obligations under the contracts and agreements related to the Collateral; (ac) written notice no Secured Party shall have any obligation or liability under the contracts and agreements related to the Collateral Agent identifying in reasonable detail by reason of this Agreement, nor shall the Excluded Property Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder; and (bd) provide to no Secured Party shall have any liability in contract or tort for the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing Borrower’s acts or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameomissions.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations(a) Each Grantor hereby collaterally assigns, each Pledgor hereby pledges transfers and grants to the Collateral Agent Agent, for the ratable benefit of the Secured Parties, a lien on and continuing security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title and interest or interest, in each case, regardless of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time where located (collectively, the “Pledged Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (i) all Accounts; (ii) all Equipment, Goods, Inventory and FixturesChattel Paper; (iii) all Documents, Instruments cash and Chattel PaperDeposit Accounts; (iv) all Letters of Credit and Documents; (v) all Equipment; (vi) all General Intangibles; (vii) all Instruments; (viii) all Intellectual Property; (ix) all Inventory; (x) all Investment Property; (xi) all Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viiixii) the Commercial Tort Claims described on in Schedule 13 to the Perfection Certificate3; (ixxiii) all General IntangiblesGoods and other personal property not otherwise described above; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xiixiv) all books and records relating pertaining to the Pledged Collateral; and (xiiixv) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such PledgorProceeds, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds Supporting Obligations and products of each any and all of the foregoing and all accessions to, substitutions collateral security and replacements for, and rents, profits and products of, each of the foregoing, guarantees given by any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time Person with respect to any of the foregoing. Notwithstanding anything to ; provided, however, that notwithstanding any of the contrary contained other provisions set forth in clauses (i) through (xiii) abovethis Article 2, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, and this Agreement shall not constitute a grant of a security interest in, the following: (A) any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock,” (B) any property to the extent that such grant of a security interest is in Equipment or Property, as the case may be, subject to a Lien permitted pursuant to the definition of “Permitted Liens” in the Indenture, in each case, with respect to which such Grantor is prohibited from granting a security interest under the terms of the Debt incurred to finance the purchase of such Equipment or Property, or to the extent that the grant of such security interest in such Equipment or Property is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law, (C) any owned real property with a value (together with improvements thereon) of less than $3,000,000 and any leasehold interest related to real property, (D) any property of Parent or Holdings, other than their respective right, title and interest in and to the Capital Stock of the Company (and Holdings, in the case of Parent) and related intangible assets and Proceeds thereof, (E) any United States intent-to-use trademark application 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 intent-to-use trademark application under the applicable federal law and (F) prior to the Discharge of Senior Lender Claims, any assets not subject to First Priority Liens (the assets described in the immediately preceding clauses (A) though (F), collectively, the “Excluded Property and Assets”). (b) Notwithstanding anything herein to the contrary, (i) in no event shall any Grantor be required to (A) perfect a security interest in (y) any foreign Intellectual Property or (z) any vehicles or other assets covered by a certificate of title (except to the Pledgors extent such security interest is perfected by the filing of UCC financing statements, generally), (B) take any action intended to cause any property that constitutes Excluded Assets to constitute Collateral, (C) take any action, other than the filing of UCC financing statements and other actions otherwise required to be taken hereunder, to perfect any Lien in any assets located outside of the United States, (D) deliver (w) landlord waivers, (x) bailee letters, (y) other similar third-party documents or (z) foreign security documents or (E) deliver a control agreement with respect to (x) any Excluded Account or (y) any other Deposit Account if, after using commercially reasonable efforts, such Grantor determines that such control agreement cannot be obtained (the actions described in this clause (i), collectively, the “Excluded Actions”), (ii) none of the covenants or representations and warranties herein or in any other Second Lien Security Document shall from time be deemed to time at apply to any property constituting Excluded Assets and (iii) none of the request covenants or representations and warranties herein or in any other Second Lien Security Document shall be deemed to apply to, or require the performance of, any Excluded Actions. (c) The security interests are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Grantor with respect to any of the Collateral Agent give or any transaction in connection therewith. (d) Notwithstanding anything herein to the extent feasible without undue effort or expense (a) written notice contrary, it is the understanding of the parties that the Liens granted pursuant to this Article 2 shall be subject and subordinate to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide Liens granted to the Collateral Administrative Agent such other information regarding to secure the Excluded Property as First Lien Secured Obligations pursuant to the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a First Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameLoan Documents.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent (which request, unless an Event of Default has occurred and is continuing, shall occur no more often than once every three months) give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license lease or agreement license, a provision that would prohibit the creation of a Lien on such permit, lease or license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor (a) Each Grantor hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and security interest in (the “Security Interest”) all of the such Grantor’s right, title and interest of such Pledgor in, to and under the following propertyfollowing, wherever located, and whether now existing owned or at any time hereafter arising acquired by such Grantor or acquired from in which such Grantor now has or at any time to time in the future may acquire any right, title or interest (collectively, the “Pledged Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations: (i) all Accounts; (ii) all Equipment, Goods, Inventory and FixturesChattel Paper; (iii) all Documents, Instruments and Chattel PaperCommercial Tort Claims described on Schedule 4 (as such Schedule may be amended from time to time); (iv) all Letters of Credit and Letter-of-Credit RightsDocuments; (v) all Securities CollateralEquipment, Fixtures and Goods; (vi) all General Intangibles; (vii) all Instruments; (viii) all Intellectual Property; (ix) all Inventory; (x) all Investment Property; (viixi) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xixii) all Supporting Obligations; (xiixiii) all books and records relating pertaining to the Pledged Collateral; and (xiiixiv) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and any or all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing; provided that the Collateral (and any defined term used in the definition thereof) for any Obligations shall not include any (x) Excluded Stock and Stock Equivalents or (y) Excluded Property; provided, however, that Collateral shall include any and all Proceeds Proceeds, substitutions or replacements of any insuranceassets referred to in the foregoing clauses (x) and (y) (unless such Proceeds, indemnitysubstitutions or replacements would constitute assets referred to in clause (x) or (y)). (b) Each Grantor hereby irrevocably authorizes the Collateral Agent and its Affiliates, warranty or guaranty payable to such Pledgor counsel and other representatives, at any time and from time to time time, to file or record financing statements, amendments to financing statements and, with notice to the applicable Grantors, other filing or recording documents or instruments with respect to any of the foregoing. Notwithstanding anything Collateral in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request Security Interests of the Collateral Agent give under this Security Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets”, “all assets now owned or hereafter acquired” or words of similar effect, provided that with respect to the extent feasible without undue effort or expense (a) written notice to fixtures, the Collateral Agent identifying shall only file or record financing statements in reasonable detail the Excluded Property jurisdiction of organization of a Grantor, except in connection with a Mortgage. Each Grantor hereby also authorizes the Collateral Agent and (b) its Affiliates, counsel and other representatives, at any time and from time to time, to file continuation statements with respect to previously filed financing statements. Subject to the limitations contained herein and in the Credit Agreement, each Grantor hereby agrees to provide to the Collateral Agent, promptly upon request, any information reasonably necessary to effectuate the filings or recordings authorized by this Section 2(b). The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office), with the signature of each applicable Grantor, such other information regarding documents as may be necessary or advisable for the Excluded Property purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted hereunder by each Grantor and naming any Grantor or the Grantors as debtors and the Collateral Agent, as the case may be, as secured party. The Security Interests are granted as security only and shall not subject the Collateral Agent may reasonably request and (ii) from and after the Closing Dateor any other Secured Party to, no Pledgor shall permit to become effective or in any document creatingway alter or modify, governing any obligation or providing for liability of any permitGrantor with respect to or arising out of the Collateral, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of unless the Collateral Agent unless has expressly assumed such Pledgor believes, in its reasonable judgment, that obligations or liabilities and released the Grantors from such prohibition is usual obligations and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameliabilities.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2010-1 Leases; (B) all other 2010-1 SUBI Assets, including the 2010-1 SUBI Collection Account but excluding the 2010-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2010-1 Vehicles to the extent not applied to making repairs to the related 2010-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for Without the payment necessity of further formality or writing, you hereby transfer, assign and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants grant to the Collateral Agent for the benefit of the Secured Parties, us a lien on and security interest in all of the your right, title and interest in and to all of such Pledgor inyour assets, to and under the following property, wherever located, and whether now existing or hereafter arising acquired, created or acquired from time to time arising, including without limitation (collectivelyunless otherwise defined herein, all capitalized terms used in this Agreement shall have the “Pledged Collateral”): meaning set forth in the Uniform Commercial Code as adopted and in effect in the State of New York): (ia) all Accounts; , and any and all Instruments, Documents, Chattel Paper (iiincluding Electronic Chattel Paper), General Intangibles (including, without limitation, Payment Intangibles, all federal, state and local income tax refunds, and all other rights to payment), Deposit Accounts, Investment Property, and all forms of obligations owing to you; (b) unpaid seller's rights (including rescission, replevin, reclamation and stopping in transit) relating to the foregoing or arising therefrom; (c) rights, claims, remedies and benefits under all Equipmentdocuments, instruments and agreements between you and your customers, and all sums now or hereafter owing to you from your customers, and all collateral and security thereof and all guarantees thereof, and all of your reserves, balances, sums and other property at any time to your credit with us or in our possession; (d) rights to any Goods, Inventory and Fixtures; including without limitation returned or repossessed Goods; (iiie) all Documentsguarantees, Instruments and Chattel Paper; (iv) all Letters of Credit collateral, Supporting Obligations and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Rights for any of the foregoing; (f) Inventory, any Equipment and all Proceeds of any insuranceFixtures, indemnity, warranty (g) insurance policies or guaranty payable to such Pledgor from time to time with respect other rights relating to any of the foregoing. Notwithstanding anything to ; and (h) Cash and Noncash Proceeds of any and all of the contrary contained in clauses foregoing (iitems (a) through (xiiih) aboveare collectively referred to as the "Collateral" herein). It is however understood that we shall have no obligation to perform, the in any respect, any contracts relating to any Accounts. You agree to comply with all applicable laws to perfect our security interest created by this Agreement shall not extend toin the Collateral pledged to us hereunder, and to execute such documents as we may require to effectuate the term “Pledged foregoing and to implement this Agreement. You irrevocably authorize us to file financing statements, and all amendments and continuations with respect thereto, in order to create, perfect or maintain our security interest in the Collateral” shall not include, and you hereby ratify and confirm any Excluded Property and (i) all financing statements, amendments and continuations with respect thereto heretofore and hereafter filed by us pursuant to the Pledgors shall foregoing authorization. You shall, from time to time and at all reasonable times allow us, by or through any of our officers, agents, attorneys, or accountants, to examine or inspect the request Collateral, and obtain (or provide us with) valuations, including, without limitation, aging of all Accounts, and audits of the Collateral Agent give Collateral, at your expense, wherever located. You shall do, obtain, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as we may require to vest in and assure to us our rights hereunder and in or to the extent feasible without undue effort or expense (a) written notice to Collateral, and the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameproceeds thereof.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties, a lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit RightsRights (whether or not the Letter of Credit is evidenced by a writing); (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 15 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and; (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and ; and (xiv) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything herein to the contrary contained in clauses (i) through (xiii) abovecontrary, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) Property; provided, that the Pledgors shall from time to time at the reasonable request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after request. Notwithstanding anything to the Closing Datecontrary contained herein, no Pledgor the Pledgors shall permit not be required to become effective provide physical Collateral or to otherwise perfect a security interest in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit Collateral to the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameextent constituting an Excluded Perfection Action.

Grant of Security Interest. As collateral security for In addition to the interests which the Lenders may from time to time acquire pursuant hereto, to secure the prompt and complete payment and performance in full of all the Secured Borrower Obligations, each Pledgor the Borrower GP hereby pledges and grants to the Collateral Agent Agent, for the ratable benefit of the Secured Parties, a continuing Security Interest in the following (collectively, the “Borrower GP Collateral”, and together with the Borrower Collateral, the “Collateral”): (i) all of the issued and outstanding Capital Stock of the Borrower that are now or from time to time hereafter held by the Borrower GP (collectively, the “Pledged Borrower Interests”); (ii) all certificates and other instruments and agreements from time to time representing or evidencing the Pledged Borrower Interests, together with all claims, rights, privileges, authority and powers of the Borrower GP relating thereto, and all income, dividends, interest, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Borrower Interests; (iii) all Pledged Borrower Interests issued in respect of the securities referred to in the foregoing clauses (i) and (ii) upon any consolidation, amalgamation or merger of the Borrower; and (iv) all proceeds of the foregoing. Notwithstanding the foregoing, any distributions made with respect to the Pledged Borrower Interests in accordance with Section 5.1(o) of this Agreement shall be made free of any Security Interest granted in favor of the Collateral Agent, for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security 11.1 Concurrently and automatically with our purchase of any Account for the payment applicable Purchase Price as provided in this Agreement, you shall assign and performance grant to us a first and paramount security interest in: (a) all such purchased Accounts, as well as any related instruments, documents, chattel paper (including electronic chattel paper) and any other obligations owing to you of the customer; (b) unpaid seller’s rights (including rescission, repossession, replevin, reclamation and stoppage in full transit) with respect to such purchased Accounts; (c) rights to any inventory represented by the foregoing, including Returned Goods; (d) reserves and credit balances arising hereunder; (e) guarantees, collateral, supporting obligations and letter of all the Secured Obligations, each Pledgor hereby pledges and grants credit rights with respect to the Collateral Agent for foregoing; (f) insurance policies, proceeds or rights relating to the benefit foregoing; (g) cash and non-cash proceeds of the Secured Parties, a lien on foregoing; and security interest (h) Books and Records (defined in all of section 13 below) evidencing or pertaining to the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time foregoing (herein collectively, the “Pledged Collateral”):). 11.2 You agree to comply with all applicable laws to perfect our security interest in Collateral pledged to us hereunder, and to execute such documents as we may reasonably require to effectuate the foregoing and to implement this Agreement. You irrevocably authorize us to file financing statements, and all amendments and continuations with respect thereto, all in order to create, perfect or maintain our security interest in the Collateral, as more fully described above and you hereby ratify and confirm any and all financing statements, amendments and continuations with respect thereto hereafter filed by us pursuant to the foregoing authorization. We and you each hereby covenant and agree to (i) all Accounts; (ii) all Equipmentexecute, Goodsacknowledge, Inventory deliver, file and Fixtures; (iii) all Documentsrecord such further certificates, Instruments amendments, instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request documents and (ii) from do all such other acts and after things as may be required by law or as may be reasonably necessary or advisable to carry out the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual full intent and customary in transactions of such type, or is necessary for such Pledgor to obtain the samepurposes hereof.

Grant of Security Interest. As collateral security (a) Each U.S. Institution Subsidiary hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent, for the payment and performance in full ratable benefit of all the Secured ObligationsParties, each Pledgor hereby pledges and grants to the Collateral Agent Agent, for the ratable benefit of the Secured Parties, a lien on and security interest in (the “Security Interest”), all of the its right, title and interest of such Pledgor in, to and under all of the following propertyproperty now owned or at any time hereafter acquired by such U.S. Institution Subsidiary or in which such U.S. Institution Subsidiary now has or at any time in the future may acquire any right, wherever located, and whether now existing title or hereafter arising or acquired from time to time interest (collectively, the “Pledged Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations: (i) all AccountsPledged US Receivables; (ii) all Equipment, Goods, Inventory and FixturesPledged U.S. Institution Subsidiary Trademarks; (iii) all Documents, Instruments and Chattel PaperPledged U.S. Institution Subsidiary Copyrights; (iv) all Letters of Credit and Letter-of-Credit RightsPledged U.S. Institution Subsidiary Patents; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating pertaining to the Pledged Collateral; and (xiiivi) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to provided, (x) that none of the contrary contained items included in clauses (i) through (xiiiiv) aboveabove shall constitute Collateral to the extent (and only to the extent) that the grant of the Security Interest therein would violate any Requirement of Law applicable to such Collateral (other than to the extent that any such Requirement of Law would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law) and (y) the Collateral shall not include any “intent-to-use” Pledged U.S. Institution Subsidiary Trademark application prior to the filing of and acceptance by the United States Patent and Trademark Office of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, solely during the period, if any, in which the grant of a security interest created by this Agreement shall not extend therein would impair the validity or enforceability of any registration issuing from such “intent-to-use” Pledged U.S. Institution Subsidiary Trademark application under applicable federal law. (b) Each U.S. Institution Subsidiary hereby irrevocably authorizes the Collateral Agent and its Affiliates, counsel and the term “Pledged Collateral” shall not includeother representatives, at any Excluded Property time and (i) the Pledgors shall from time to time, to file or record financing statements, amendments to financing statements and, with notice to the Borrower, and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the Security Interests of the Collateral Agent under this Collateral Agreement. Each U.S. Institution Subsidiary hereby also authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to file continuation statements with respect to previously filed financing statements. A photographic or other reproduction of this Collateral Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction to the Collateral Agent. Each U.S. Institution Subsidiary hereby agrees to provide to the Collateral Agent, promptly upon request, any information reasonably necessary to effectuate the filings or recordings authorized by this Section 2(b), including the filings in the United States Patent and Trademark Office and United States Copyright Office referred to below. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted hereunder by each U.S. Institution Subsidiary and naming any U.S. Institution Subsidiary as debtor and the Collateral Agent as secured party, provided that, at the reasonable request of the Collateral Agent give Agent, each U.S. Institution Subsidiary agrees to the extent feasible without undue effort or expense (a) written notice execute any such documents to be so filed. The Security Interests are granted as security only and shall not subject the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such or any other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing DateSecured Party to, no Pledgor shall permit to become effective or in any document creatingway alter or modify, governing any obligation or providing for liability of any permit, license U.S. Institution Subsidiary with respect to or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor arising out of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameCollateral.

Grant of Security Interest. As collateral security for To secure the prompt payment and performance in full of all the Secured Obligations, each Pledgor Obligor hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and continuing security interest in and Lien on all of the right, title and interest personal Property of such Pledgor inObligor, to including the following, whether now owned or hereafter acquired, and under the following property, wherever located: (a) all Accounts and all Payment Intangibles; (b) all Chattel Paper, including electronic chattel paper; (c) all Commercial Tort Claims, including those shown on Schedule 7.5; (d) all Deposit Accounts and whether now existing or hereafter arising or acquired from time to time Securities Accounts; (collectivelye) all Documents; (f) all General Intangibles (including Intellectual Property) and all business interruption insurance; (g) all Goods, the “Pledged including Inventory, Equipment, Fixtures and As-Extracted Collateral”):; (h) all Instruments; (i) all AccountsInvestment Property; (iij) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xik) all Supporting Obligations; (xiil) all monies, whether or not in the possession or under the control of Agent, including any Cash Collateral; (m) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and (n) all books and records relating (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the Pledged Collateral; and (xiii) foregoing. To the extent that any of the above-described Property is not subject to the extent not covered by clauses (i) through (xii) of this sentenceUCC, each Obligor hereby pledges and collaterally assigns all other personal property of such PledgorObligor’s right, title, and interest in and to such Property, whether tangible now owned or intangiblehereafter acquired, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each to Agent for the benefit of the foregoing Secured Parties to secure the payment and all accessions to, substitutions performance of the Obligations to the full extent that such a pledge and replacements for, and rents, profits and products of, each of collateral assignment is possible under relevant law. Notwithstanding the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement Collateral shall not extend to, and the term “Pledged Collateral” include any Excluded Property; provided that Excluded Property shall not includeinclude any proceeds, any products, substitutions or replacements of Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort Property, including monies due or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent due to an Obligor (unless such Pledgor believesproceeds, in its reasonable judgmentproducts, that such prohibition is usual and customary in transactions of such type, substitutions or is necessary for such Pledgor to obtain the samereplacements would otherwise constitute Excluded Property).

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2014-1 Leases; (B) all other 2014-1 SUBI Assets, including the 2014-1 SUBI Collection Account but excluding the 2014-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2014-1 Vehicles to the extent not applied to making repairs to the related 2014-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the reasonable request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any material permit, license or agreement a provision that would prohibit the creation of a Lien on such material permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type. It is further understood and agreed that, or notwithstanding anything herein to the contrary, at any time that the Intercreditor Agreement is necessary for such Pledgor in effect, any Control Collateral that is required to obtain be delivered to the sameCollateral Agent hereunder shall be delivered to the Control Agent and the Control Agent shall act as agent of the Collateral Agent and the Secured Parties with respect to all Control Collateral.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured ObligationsEach Grantor hereby pledges, each Pledgor hereby pledges assigns and grants to the Collateral Administrative Agent (or confirms that the Administrative Agent already possesses), on behalf of and for the ratable benefit of the Secured Parties, a lien on and continuing security interest in and Lien upon all of the its right, title and interest of such Pledgor in, to and under the following all personal property, wherever locatedwhether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether now existing owned or hereafter arising consigned by or acquired to, or leased from time or to, such Grantor, and regardless of where located (all of which will be collectively referred to time (collectively, as the “Pledged Collateral”):), including: (i) all Accounts; (ii) all EquipmentChattel Paper, Goods, Inventory and Fixturesincluding Electronic Chattel Paper; (iii) all DocumentsGeneral Intangibles, Instruments including all Copyrights, Patents, Trademarks and Chattel PaperIP Licenses; (iv) all Letters of Credit Documents; (v) all Goods, including Inventory, Equipment and Fixtures; (vi) all Instruments; (vii) all Investment Property, including Commodities Accounts and Securities Accounts; (viii) all Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General IntangiblesDeposit Accounts; (x) all Money and all Deposit AccountsCommercial Tort Claims; (xi) all Supporting Obligations; (xii) all books monies, whether or not in the possession or under the control of the Administrative Agent, a Lender, or a bailee or Affiliate of the Administrative Agent, including any cash collateral; (xiii) all accessions to, substitutions for and records relating replacements, products, and cash and non-cash proceeds of the foregoing (including Stock Rights), including proceeds of and unearned premiums with respect to the Pledged insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and (xiiixiv) all books and records (including customer lists, credit files, computer files, computer programs, tapes, printouts and other computer materials) pertaining to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of General Intangibles at any insurance, indemnity, warranty time evidencing or guaranty payable to such Pledgor from time to time with respect relating to any of the foregoing; to secure the prompt and complete payment and performance of the Secured Obligations. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) aboveforegoing, the security interest created by this Agreement Collateral shall not extend to, and the term “Pledged Collateral” shall not include, include any Excluded Property and Assets (i) but shall include proceeds of Excluded Assets unless such proceeds themselves constitute Excluded Assets). In no event shall the Pledgors shall from time to time at the request grant of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Lien by any Grantor hereunder secure an Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions Swap Obligation of such type, or is necessary for such Pledgor to obtain the sameGrantor.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments Instruments, Promissory Notes and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts, Securities Accounts and Commodities Accounts; (xi) all Supporting Obligations; (xii) all Bank Products; (xiii) any assets of Pledgor that now or hereafter come into the possession, custody, or control of Administrative Agent (or its agent or designee); (xiv) all books and records relating to the Pledged Collateral; and (xiiixv) to the extent not covered by clauses (i) through (xiixiv) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixv) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Administrative Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for (a) Each of the payment Vehicle Trust, BMW LP and performance in full of all the Secured Obligations, each Pledgor Transferor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, Issuer a lien on and security interest in all of the its present and future right, title and interest of such Pledgor interest, if any, in, to and under (but not, except to the extent required by law, any obligations with respect to) the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time collateral (collectively, the “Pledged Collateral”): ): (i) a 100% interest in (A) all Accounts; rights under the 2012-1 Leases; (B) all other 2012-1 SUBI Assets, including the 2012-1 SUBI Collection Account but excluding the 2012-1 Vehicles except to the extent permitted by law and (C) all proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2012-1 Vehicles to the extent not applied to making repairs to the related 2012-1 Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all Equipmentproceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, Goods, Inventory (ii) the payment of all other sums payable under the Trust Agreement or the Indenture and Fixtures; (iii) all Documents, Instruments compliance with the provisions of the Trust Agreement and Chattel Paper;the Indenture. (ivb) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 The Issuer hereby assigns to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating Indenture Trustee its security interests in the Collateral granted to the Pledged Collateral; and (xiiiIssuer pursuant to Section 2.01(a) hereof to the extent not covered by clauses secure (i) through the payment of all amounts due on the Notes, (xiiii) the payment of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities sums payable under the Indenture and all Proceeds and products of each (iii) compliance with the provisions of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each Indenture. (c) Each of the foregoingIssuer and the Indenture Trustee acknowledges such grant and assignment, any but all parties hereto acknowledge and all Proceeds agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any insurance, indemnity, warranty of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or guaranty payable enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to such Pledgor from time to time with respect any proceeds or assets of the Vehicle Trust or to any of the foregoing. Notwithstanding anything to Trust Assets other than the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, in all cases wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all AccountsAccounts and Receivables; (ii) all Equipment, Goods, Inventory and FixturesGeneral Intangibles; (iii) all DocumentsEquipment, Instruments Inventory and Chattel PaperGoods; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (viv) all Investment Property; (vi) all Money, all Deposit Accounts and all Securities Accounts; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection CertificateCertificate and on any joinder thereto pursuant to Section 3.5; (ix) all General Intangibles; (x) all Money Letter-of-Credit Rights and all Deposit Accounts; (xi) all Supporting Obligations; (xiix) all books and records relating to the Pledged Collateralforegoing; (xi) all Documents, Instruments and Chattel Paper; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property. Notwithstanding any of the other provisions set forth in this Article II or anything else contained in this Agreement or any other Loan Document, the aggregate amount of all Obligations secured under the Collateral Documents by Principal Property (as defined in each Indenture) or any shares of capital stock or indebtedness (as defined in each Indenture) of any Restricted Subsidiary (as defined in each Indenture) and owned by the Borrower or any Restricted Subsidiary (ias defined in each Indenture) (collectively, the Pledgors “Restricted Property”) shall not, at any time, exceed the aggregate amount (such amount, the “Indenture Threshold Amount”) of indebtedness (as defined in each Indenture) that may be secured by Restricted Property under each Indenture, determined in accordance with the terms of each Indenture, without requiring holders of the Securities or Notes (as defined in and issued under each applicable Indenture) to be equally and ratably secured in accordance with the terms of such Indenture. It is understood and acknowledged by the parties hereto (including, by its acceptance of the benefit of this Agreement, each Secured Party) that (v) as of the Closing Date, the total amount of Obligations is in excess of the Indenture Threshold Amount as of the Closing Date, (w) from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, the total amount of the Obligations may be in excess of the Indenture Threshold Amount then in effect, (x) as of the Closing Date, the Obligations in excess of the Indenture Threshold Amount are not secured by any Restricted Property hereunder or under any other Collateral Document, (y) at any time after the Closing Date, any Obligations in excess of the Indenture Threshold Amount in effect at such time shall not be secured by any Restricted Property hereunder or under any other Collateral Document and (z) in no Pledgor event shall permit to become effective any mortgage (as defined in each Indenture) on any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement Restricted Property in favor of any Secured Party created hereunder or under any other Collateral Document at any time secure any Obligations in excess of the Collateral Agent unless such Pledgor believesIndenture Threshold Amount then in effect. For the avoidance of doubt, the calculation of the Indenture Threshold Amount at any date of determination shall take into account all outstanding Attributable Debt (as defined in its reasonable judgmenteach Indenture) of all Sale and Lease-Back Transactions (as defined in each Indenture) permitted pursuant to the last paragraph of Section 407 or 1007 of each Indenture, that such prohibition is usual and customary in transactions as applicable, as of such type, date and all indebtedness (as defined in each Indenture) of the Borrower and its Restricted Subsidiaries (as defined in each Indenture) secured by mortgages (as defined in each Indenture) permitted pursuant to the last paragraph of Section 406 or is necessary for 1006 of each Indenture as of such Pledgor to obtain the samedate.

Grant of Security Interest. As (a) Each Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Lenders, a first priority security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the "Lender Collateral"), as collateral security for the prompt and complete payment and performance in full of all when due (whether at the Secured Obligationsstated maturity, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest by acceleration or otherwise) of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):Grantor's Bank Obligations: (i) all Accounts; (ii) all Equipment, Goods, Inventory and FixturesChattel Paper; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit RightsEquipment; (v) all Securities CollateralGeneral Intangibles; (vi) all Instruments; (vii) all Intellectual Property; (viii) all Inventory; (x) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting ObligationsVehicles; (xii) all books and records relating pertaining to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each any and all of the foregoing and all accessions to, substitutions collateral security and replacements for, and rents, profits and products of, each of the foregoing, guarantees given by any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time Person with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses . (i) through Each Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the benefit of the PBGC, a junior and second priority security interest in, all of such Grantor's right, title and interest in and to the Lender Collateral (xiii) abovethe "Lender Priority Collateral"; the Lender Collateral and the Lender Priority Collateral, collectively, the "Collateral"); provided that notwithstanding the foregoing or any other provision of this Agreement, each Grantor and the PBGC acknowledges and agrees that this Agreement, including the security interest created by interests granted herein, all rights and remedies of the PBGC hereunder, and all obligations of each Grantor hereunder, are subject to the provisions of the Intercreditor Agreement, as used in such Intercreditor Agreement, the term "Guarantee and Collateral Agreement" refers to this Agreement. (c) In the case of the PBGC, this Agreement shall not extend tosecures to the extent set forth herein, and the term “Pledged Collateral” shall Lender Priority Collateral is collateral security for, the PBGC Obligations. (d) For the purposes hereof, so long as the rights of the PBGC hereunder have not includeterminated pursuant to the Settlement Agreement, any Excluded Property in the event (a "Second Lien Enforcement Event") that and so long as (i) the Pledgors shall from time Collateral Agent, on behalf of the Lenders, in exercise of foreclosure or similar remedies under this Agreement, has disposed of or otherwise realized upon the Lender Collateral, or has been repaid pursuant to time a bankruptcy or similar proceeding at the request commencement of which the security interest in the Lender Priority Collateral Agent give to under this Agreement securing the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and Bank Obligations has not been terminated, (ii) from all of the Bank Obligations have been paid in full, the commitments under the Credit Agreement have been terminated and no Letters of Credit are outstanding, (iii) after giving effect thereto any Lender Priority Collateral remains pledged pursuant to this Agreement and (iv) at such time there are PBGC Obligations outstanding, then the Closing Dateterm "Event of Default" hereunder shall be deemed to refer to the failure at any time of the Borrowers to pay when due any PBGC Obligations then owing and the PBGC shall have the right to enforce the provisions of this Agreement in respect thereof, no Pledgor shall permit to become effective provided that for the purposes hereof in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation such circumstances of a Second Lien on Enforcement Event, (iv) all references to the term "Collateral" herein shall be deemed to refer only to that portion thereof that constitutes "Lender Priority Collateral" at such permittime, license or agreement in favor of (v) all references to the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual term "Obligations" herein shall be deemed to refer to the "PBGC Obligations" and customary in transactions of such type, or is necessary for such Pledgor (vi) all references to obtain the sameterm "Required Lenders" shall be deemed to refer to the "PBGC."

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the Secured other Credit Parties, a lien on and security interest in all of the right, title and interest following property of such Pledgor in, to and under the following propertyGrantor, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Goods, including Equipment, Goods, Inventory and Fixtures; (iii) all Contracts, Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateraland IP Licenses; (viii) the all Commercial Tort Claims Claims, including, without limitation, those described on Schedule 13 to in Section 8 of the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; (xiii) all cash, Permitted Cash Equivalents and other assets that now or hereafter come into the control of the Agent or any Credit Party; and (xiiixiv) to the extent not covered by clauses (i) through (xiixiii) of this sentence, all other goods and personal property of such PledgorGrantor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds proceeds of any insurance, indemnity, warranty or guaranty guaranty, and all indemnities, warranties, collateral security and guarantees payable to such Pledgor Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixiv) aboveabove or otherwise, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameProperty.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, to the extent any such property consisting of any tangible property, Goods, Deposit Accounts or Securities Accounts is located in the United States, and with respect to any intangible property, indebtedness, Instruments, Equity Interests, General Intangibles or Accounts, to the extent owed to, payable to or held by, any Pledgor, in all cases wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory Goods and FixturesInventory; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 11 to the Perfection Certificate; (ixviii) all General Intangibles; (xix) all Money and all Deposit Accounts; (xix) all Supporting Obligations; (xiixi) all books and records relating to the Pledged Collateral; and (xiiixii) to the extent not covered by clauses (i) through (xiixi) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property. Notwithstanding any of the other provisions set forth in this Article II or anything else contained in this Agreement or any other Loan Document, the aggregate amount of all Secured Obligations secured under the Collateral Documents by Principal Property (as defined in each Indenture) or any shares of capital stock or indebtedness (as defined in each Indenture) of any Restricted Subsidiary (as defined in each Indenture) and owned by the Borrower or any Restricted Subsidiary (ias defined in each Indenture) (collectively, the Pledgors “Restricted Property”) shall not, at any time, exceed the aggregate amount (such amount, the “Indenture Threshold Amount”) of indebtedness (as defined in each Indenture) that may be secured by Restricted Property under each Indenture, determined in accordance with the terms of each Indenture, without requiring holders of the Securities or Notes (as defined in and issued under each applicable Indenture) to be equally and ratably secured in accordance with the terms of such Indenture. It is understood and acknowledged by the parties hereto (including, by its acceptance of the benefit of this Agreement, each Secured Party) that (v) as of the Closing Date, the total amount of Secured Obligations is in excess of the Indenture Threshold Amount as of the Closing Date, (w) from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, the total amount of the Secured Obligations may be in excess of the Indenture Threshold Amount then in effect, (x) as of the Closing Date, the Secured Obligations in excess of the Indenture Threshold Amount are not secured by any Restricted Property hereunder or under any other Collateral Document, (y) at any time after the Closing Date, any Secured Obligations in excess of the Indenture Threshold Amount in effect at such time shall not be secured by any Restricted Property hereunder or under any other Collateral Document and (z) in no Pledgor event shall permit to become effective any mortgage (as defined in each Indenture) on any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement Restricted Property in favor of any Secured Party created hereunder or under any other Collateral Document at any time secure any Secured Obligations in excess of the Collateral Agent unless such Pledgor believesIndenture Threshold Amount then in effect. For the avoidance of doubt, the calculation of the Indenture Threshold Amount at any date of determination shall take into account all outstanding Attributable Debt (as defined in its reasonable judgmenteach Indenture) of all Sale and Lease-Back Transactions (as defined in each Indenture) permitted pursuant to the last paragraph of Section 407 or 1007 of each Indenture, that such prohibition is usual and customary in transactions as applicable, as of such type, date and all indebtedness (as defined in each Indenture) of the Borrower and its Restricted Subsidiaries (as defined in each Indenture) secured by mortgages (as defined in each Indenture) permitted pursuant to the last paragraph of Section 406 or is necessary for 1006 of each Indenture as of such Pledgor to obtain the samedate.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges pledges, mortgages, charges, assigns (by way of security) and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters letters of Credit credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (xix) all Money and all Deposit Accounts; (xix) all Supporting Obligations; (xiixi) all books and records relating to the Pledged Collateral; and (xiiixii) to the extent not covered by clauses (i) through (xiixi) of this sentence, all undertaking and other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities wherever located, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent (which request, unless an Event of Default has occurred and is continuing, shall occur no more often than once every three months) give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license lease or agreement license, a provision that would prohibit the creation of a Lien on such permit, lease or license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type. Each Pledgor confirms that value has been given by the Secured Parties to such Pledgor, or is necessary for that such Pledgor has rights in its Pledged Collateral existing at the date of this Agreement or the date of any Joinder Agreement delivered pursuant to obtain Section 3.5, as applicable, and that such Pledgor and the sameCollateral Agent have not agreed to postpone the time for attachment of any security interest created by this Agreement to any of the Pledged Collateral of such Pledgor.

Grant of Security Interest. As collateral security Borrower hereby grants Collateral Agent, for the ratable benefit of the Secured Parties, to secure the payment and performance in full of all of the Obligations in full and, until payment in cash of all Obligations (other than (a)(i) inchoate indemnity obligations, and (ii) other obligations that, by their terms, survive termination of this Agreement, in each case, for which no claim has been made, and (b) all obligations under the Exit Fee Agreement), a continuing first priority security interest in, and pledges to Collateral Agent, for the ratable benefit of the Secured ObligationsParties, each Pledgor hereby pledges the Collateral, wherever located, whether now owned or hereafter acquired or arising, and grants all proceeds and products and supporting obligations (as defined in the Code) in respect thereof. If Borrower shall acquire any commercial tort claim (as defined in the Code) in an amount greater than Fifty Thousand Dollars ($50,000.00), Borrower shall grant to the Collateral Agent Agent, for the ratable benefit of the Secured Parties, a lien on and first priority security interest therein and in the proceeds and products and supporting obligations (as defined in the Code) thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent. If this Agreement is terminated, Collateral Agent’s Lien in the right, title and interest of such Pledgor in, to and under Collateral shall continue until the following property, wherever locatedObligations (other than (a)(i) inchoate indemnity obligations, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipmentother obligations that, Goodsby their terms, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) survive termination of this sentenceAgreement, all other personal property of such Pledgorin each case, whether tangible or intangiblefor which no claim has been made, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to all obligations under the Collateral Agent such Exit Fee Agreement) are repaid in full in cash. Upon payment in full in cash of the Obligations (other information regarding the Excluded Property as the Collateral Agent may reasonably request than (a) inchoate indemnity obligations, and (ii) from other obligations that, by their terms, survive termination of this Agreement, in each case, for which no claim has been made, and after (b) all obligations under the Closing DateExit Fee Agreement) and at such time as the Lenders’ obligation to extend Term Loans has terminated, no Pledgor shall permit to become effective Collateral Agent shall, at the sole cost and expense of Borrower, release its Liens in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual (and customary in transactions of such type, or is necessary for such Pledgor enter into any related documentation reasonably requested by Borrower) and all rights therein shall revert to obtain the sameBorrower.

Grant of Security Interest. As collateral security for To secure the prompt payment and performance in full of all the Secured Obligations, each Pledgor Obligor hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and continuing security interest in and Lien upon all of the rightfollowing personal and fixture property, title assets and interest rights of such Pledgor inObligor of every kind and nature, to whether now owned or hereafter acquired or arising, and under the following property, wherever located: (a) all Accounts and all Credit Card Receivables; (b) all Chattel Paper, and whether now existing or hereafter arising or acquired including electronic chattel paper; (c) all Commercial Tort Claims described on Schedule 7.1(c), as shall be amended from time to time in accordance with Section 7.4.1; (collectivelyd) all Deposit Accounts; (e) all Documents; (f) subject to the proviso to Section 7.1(m), all General Intangibles, including Payment Intangibles, Software and Intellectual Property; provided, however, that the “Pledged Collateral”):grant of security interest shall not include any intent-to-use application for a trademark that may be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such security interest unless and until such time that the grant and/or enforcement of the security interest will not affect the status or validity of such trademark; (g) all Goods, including Inventory, Equipment and Fixtures, excluding (i) any motor vehicles and (ii) any Equipment subject to Purchase Money Liens securing Permitted Purchase Money Debt so long as the documents evidencing such Permitted Purchase Money Debt expressly prohibit a second priority lien on such Equipment; (h) all Instruments; (i) all AccountsInvestment Property; (iij) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xik) all Supporting Obligations; (xiil) all monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral; (m) all Capital Stock in any Subsidiary of such Obligor; (n) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and (o) all books and records relating (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the Pledged Collateralforegoing; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentenceprovided, all other personal property of such Pledgorhowever, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each notwithstanding any of the foregoing other provisions set forth herein and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time solely with respect to any assets other than Inventory, Accounts, and other assets of the foregoing. Notwithstanding anything to types that are not included in the contrary contained in clauses (i) through (xiii) aboveTranche A Borrowing Base or the Tranche A-1 Borrowing Base, the security interest created by this Loan Agreement shall not extend toconstitute a grant of a security interest in, and the term “Pledged Collateral” shall not include, include any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give property to the extent feasible without undue effort that a grant of security interest therein (x) is prohibited by any requirements of law or expense (ay) written notice is prohibited by or constitutes a breach or default under or results in the termination of or requires any consent not obtained under any contract, license, agreement, instrument or other document evidencing or giving rise to such property or any applicable shareholder or similar agreement, in the case of clause (x) and (y), solely to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that extent such prohibition or breach or default or requirement for consent is usual in effect and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameenforceable under Applicable Law.

Grant of Security Interest. As collateral security Each Grantor hereby pledges, collaterally assigns and transfers to the Collateral Agent for the payment and performance in full benefit of all the Secured ObligationsParties, each Pledgor and hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien Lien on and a security interest in all of the such Grantor’s right, title and interest in all of the following property of such Pledgor in, to and under the following propertyGrantor, wherever located, and whether now existing owned or at any time hereafter arising acquired by such Grantor or acquired from in which such Grantor now has or at any time to time in the future may acquire any right, title or interest (collectively, the “Pledged Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations: (ia) all Accounts; (iib) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (ivc) all Letters of Credit and Collateral Accounts; (d) all Documents; (e) all Equipment; (f) all General Intangibles; (g) all Instruments; (h) all Inventory; (i) all Investment Property; (j) all Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xik) all Supporting Obligations; (xiil) all insurance policies maintained by any Grantor relating to anything other than Aircraft; (m) all Goods; (n) the Selected Engines; provided that the parties hereto acknowledge and agree that the provisions of the Aircraft Security Agreement shall remain in full force and effect as provided for therein with respect thereto; (o) all books and records relating pertaining to the Pledged Collateral; and (xiiip) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such PledgorProceeds, whether tangible or intangiblePayment Intangibles, other than Capital Stock that does not constitute Pledged Securities and all Proceeds Supporting Obligations and products of each any and all of the foregoing and all accessions to, substitutions collateral security and replacements for, and rents, profits and products of, each of the foregoing, guaranties given by any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time Person with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) aboveforegoing, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and include the following: (i) motor vehicles and other assets subject to certificates of title; (ii) letter of credit rights with a value of less than $1,000,000 in the Pledgors shall from time aggregate; (iii) Deposit Accounts other than Collateral Accounts; (iv) IP Rights; (v) any rights or interests in any lease, license, contract, or agreement, as such or the assets subject thereto if under the terms of such lease, license, contract, or agreement, or Applicable Law with respect thereto, the valid grant of a Lien therein or in such assets to time at Collateral Agent is prohibited and such prohibition has not been or is not waived or the request consent of the other party to such lease, license, contract, or agreement or any applicable Governmental Authority has not been or is not otherwise obtained or under Applicable Law such prohibition cannot be waived; provided, however, the foregoing exclusions shall in no way be construed (x) to apply if any such prohibition would be rendered ineffective under the UCC (including Sections 9-406, 9-407 and 9-408 thereof) or other Applicable Law (including the United States bankruptcy code) or principles of equity, (y) so as to limit, impair or otherwise affect the Collateral Agent give Agent’s unconditional continuing Liens upon any rights or interests of any Grantor in or to the Proceeds thereof (including proceeds from the sale, license, lease or other disposition thereof), including monies due or to become due under any such lease, license, contract, or agreement (including any Accounts or other Receivables), unless such Proceeds or other amounts would otherwise be excluded from Collateral pursuant to the terms of this paragraph, or (z) to apply at such time as the condition causing such prohibition shall be remedied and, to the extent feasible without undue effort severable, “Collateral” shall include any portion of such lease, license, contract, agreement or expense assets subject thereto that does not result in such prohibition; (avi) written notice any permitted lease, license or other agreement or any property subject to a purchase money security interest or similar arrangement to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent extent that a grant of a security interest therein would violate or invalidate such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permitlease, license or agreement or purchase money arrangement or create a provision that would prohibit the creation right of a Lien on such permit, license or agreement termination in favor of any other party thereto (other than Borrower or a Guarantor) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibition, and other than proceeds and receivables thereof; (vii) any fee simple interests in Real Property with an individual fair market value of less than $2,500,000; and (viii) those assets as to which the Collateral Agent unless and Borrower reasonably agree that the cost of obtaining such Pledgor believesa security interest therein are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby (the foregoing, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same“Excluded Property”).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments Instruments, Promissory Notes and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) any assets of Pledgor that now or hereafter come into the possession, custody, or control of Collateral Agent (or its agent or designee); (xiii) all books and records relating to the Pledged Collateral; and (xiiixiv) to the extent not covered by clauses (i) through (xiixiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Issue Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type. In addition, notwithstanding anything herein to the contrary, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act requires (or is replaced with another rule or regulation, or any other law, rule or regulation is necessary for adopted, which would require) the filing with the Securities and Exchange Commission (or any other governmental agency) of separate financial statements of any Pledgor that is a Subsidiary of the Issuer due to the fact that such Subsidiary’s Capital Interests or other securities of such Pledgor secure the Notes and/or Permitted Additional Pari Passu Obligations affected thereby, then the Capital Interests and such other securities of such Pledgor will automatically be deemed not to obtain be part of the samePledged Collateral securing the Notes and/or Permitted Additional Pari Passu Obligations affected thereby but only to the extent necessary to not be subject to such requirement, only for so long as required to not be subject to such requirement and only with respect to Secured Obligations affected thereby. In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the Securities and Exchange Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Pledgor’s Capital Interests and other securities to secure the Notes and/or Permitted Additional Pari Passu Obligations in excess of the amount then pledged without the filing with the Securities and Exchange Commission (or any other governmental agency) of separate financial statements of such Pledgor, then the Capital Interests and other securities of such Pledgor will automatically be deemed to be a part of the Pledged Collateral for the relevant Notes and/or Permitted Additional Pari Passu Obligations but only to the extent necessary to not be subject to any such financial statement requirement. In accordance with the limitations set forth in the two immediately preceding paragraphs, the Pledged Collateral for the Notes and/or Permitted Additional Pari Passu Obligations will include such Pledgor’s Capital Interests only to the extent that the applicable value of such Capital Interests (on a Subsidiary-by-Subsidiary basis) is less than 20% of the aggregate principal amount of the Notes outstanding. Following the date hereof, however, the portion of the Capital Interests of Subsidiaries constituting Pledged Collateral may increase or decrease as described above.

Grant of Security Interest. As collateral security (a) Each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Notes Collateral Agent, for the payment and performance in full benefit of all the Secured ObligationsParties, each Pledgor and hereby pledges and grants to the Notes Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and security interest (the “Security Interest”) in all of the following property now owned or hereafter acquired by such Grantor or in which such Grantor now has or at any time in future may acquire any right, title and or interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations: (i) all Accounts; (ii) all Equipment, Goods, Inventory and FixturesChattel Paper; (iii) all Documents, Instruments and Chattel PaperCommercial Tort Claims listed on Schedule 7; (iv) all Letters of Credit and Letter-of-Credit RightsDeposit Accounts; (v) all Securities CollateralDocuments; (vi) all Equipment; (vii) all Fixtures; (viii) all General Intangibles; (ix) all Instruments; (x) all Intellectual Property; (xi) all Inventory; (xii) all Investment Property; (viixiii) all Intellectual Property Collateralbooks and records pertaining to the assets described in this Section 2(a); (viiixiv) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificateall letters of credit and letter of credit rights; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xixv) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiiixvi) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixvi) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property Assets. For the avoidance of doubt, this Security Agreement shall not be deemed, or construed or interpreted to include, a pledge of any Pledged Shares or Pledge Debt (each as defined in the Pledge Agreement). (b) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent at any time and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice file in any relevant jurisdiction any initial financing statements with respect to the Collateral Agent identifying or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Such financing statements may describe the Collateral in reasonable detail the Excluded Property and (b) same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner such as “all assets” or “all personal property, whether now owned or hereafter acquired.” Each Grantor agrees to provide such information to the Notes Collateral Agent such other information regarding promptly upon request. Each Grantor also ratifies its authorization for the Excluded Property as the Notes Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective file in any document creatingrelevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, governing confirming, continuing, enforcing or providing for protecting the Security Interest granted by each Grantor, without the signature of any permitGrantor, license and naming any Grantor or agreement a provision that would prohibit the creation Grantors as debtors and the Notes Collateral Agent as secured party. The Security Interests are granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of a Lien on such permit, license any Grantor with respect to or agreement in favor arising out of the Collateral Agent unless Collateral. The Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to the Secured Parties, but for the fact that they are unenforceable or not allowable (in whole or in part) as a claim in an insolvency or bankruptcy proceeding involving any Grantor due to the existence of such Pledgor believesinsolvency or bankruptcy proceeding. It is understood and agreed, except as provided in its reasonable judgmentSection 4.5, that the Security Interests in cash, Deposit Accounts and Investment Property created hereunder shall not prevent the Grantors from using such prohibition is usual and customary assets in transactions the ordinary course of such type, or is necessary for such Pledgor to obtain the sametheir respective businesses.

Grant of Security Interest. a. As collateral security for the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of, and the performance in full of and observance of, all the Secured ObligationsGuaranteed Obligations and to induce the Guaranteed Parties to make the extensions of credit and other financial accommodations contemplated by the Financing Agreement, each Pledgor the Grantor hereby pledges grants, assigns, conveys, mortgages, pledges, hypothecates and grants transfers to the Collateral Agent Agent, on behalf and for the benefit of the Secured Guaranteed Parties, a lien on upon and security interest in in, all of the Grantor's right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, all of which being hereinafter collectively called the “Pledged "Collateral”"): (i) i. all Accounts; (ii) . all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) iii. all Letters of Credit and Letter-of-Credit RightsContracts; (v) iv. all Securities CollateralDocuments; (vi) v. all Investment PropertyEquipment; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) vi. all General Intangibles; (x) vii. all Money and all Deposit AccountsInstruments; (xi) viii. all Supporting ObligationsInventory; (xii) ix. all books other goods and records relating to personal property of the Pledged CollateralGrantor whether tangible or intangible or whether now owned or hereafter acquired by the Grantor and wherever located; and (xiii) x. to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing; provided, any and all Proceeds of any insurancehowever, indemnitythat, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding notwithstanding anything to the contrary contained in clauses this Section 2 (i) through (xiii) abovea), the security interest created by this Agreement collateral shall not extend toinclude any ------------- Contract or General Intangible if (and solely to the extent and for so long as) such Contract or General Intangible expressly prohibits Grantor from granting any Lien thereon or may otherwise not be assigned, licensed, or sublicensed, without breaching any underlying agreements with third parties. b. In addition, as collateral security for the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of, and the term “Pledged Collateral” shall not includeperformance and observance of, any Excluded Property all the Guaranteed Obligations and (i) to induce the Pledgors shall from time Guaranteed Parties to time at make the request extensions of credit and other financial accommodations contemplated by the Financing Agreement, the Agent, for the benefit of each Guaranteed Party, is hereby granted a lien upon and security interest in all property of the Collateral Agent give Grantor held by the Guaranteed Party, including, without limitation, all property of every description, now or hereafter in the possession or custody of or in transit to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing Guaranteed Party for any permitpurpose, license including safekeeping, collection or agreement a provision that would prohibit pledge, for the creation of a Lien on such permit, license or agreement in favor account of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such typeGrantor, or is necessary for such Pledgor as to obtain which the sameGrantor may have any right or power.

Grant of Security Interest. As collateral security for To secure the prompt payment and performance in full of all the Secured Obligations, each Pledgor Obligor hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and continuing security interest in and Lien upon all of the rightfollowing personal and fixture property, title assets and interest rights of such Pledgor inObligor of every kind and nature, to whether now owned or hereafter acquired or arising, and under the following property, wherever located: (a) all Accounts and all Credit Card Receivables; (b) all Chattel Paper, and whether now existing or hereafter arising or acquired including electronic chattel paper; (c) all Commercial Tort Claims, described on Schedule 7.1(c), as shall be amended from time to time in accordance with Section 7.4.1; (collectivelyd) all Deposit Accounts; (e) all Documents; (f) subject to the proviso to Section 7.1(m), all General Intangibles, including Payment Intangibles, Software and Intellectual Property; provided, however, that the “Pledged Collateral”):grant of security interest shall not include any intent-to-use application for a trademark that may be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such security interest unless and until such time that the grant and/or enforcement of the security interest will not affect the status or validity of such trademark; (g) all Goods, including Inventory, Equipment and Fixtures, excluding (i) any motor vehicles and (ii) any Equipment subject to Purchase Money Liens securing Permitted Purchase Money Debt so long as the documents evidencing such Permitted Purchase Money Debt expressly prohibit a second priority Lien (or third priority Lien if the Debt under the First Lien Debt Documents is still outstanding) on such Equipment; (h) all Instruments; (i) all AccountsInvestment Property; (iij) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xik) all Supporting Obligations; (xiil) all monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender; (m) all equity interests in any Subsidiary of such Obligor; provided that such grant of security interest shall not extend to the partnership interests in any of The Bon-Ton Properties-Eastview L.P., The Bon-Ton Properties- Marketplace L.P., or The Bon-Ton Properties- Greece Ridge L.P. to the extent that the grant of such security interest would constitute or result in a breach or termination pursuant to the terms of, or a default under, any lease, loan document, partnership agreement or other organizational document of such limited partnership, so long as such restrictive provision is enforceable under Applicable Law; (n) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and (o) all books and records relating (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the Pledged foregoing; provided, however, that notwithstanding any of the other provisions set forth herein, (A) solely with respect to assets other than Inventory, Accounts, and other assets of the types that are not included in the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base, this Loan Agreement shall not constitute a grant of a security interest in, and “Collateral; and (xiii) ” shall not include any property to the extent that a grant of security interest therein (x) is prohibited by any requirements of law or (y) is prohibited by or constitutes a breach or default under or results in the termination of or requires any consent not covered by clauses obtained under any contract, license, agreement, instrument or other document evidencing or giving rise to such property or any applicable shareholder or similar agreement, in the case of clause (ix) through and (xii) of this sentencey), all other personal property of solely to the extent such Pledgor, whether tangible prohibition or intangible, other than Capital Stock that does not constitute Pledged Securities breach or default or requirement for consent is in effect and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements foris enforceable under Applicable Law, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (iB) through (xiii) above, the security interest created by this Loan Agreement shall not extend toconstitute a grant of security interest in, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort equity interest in Bon-Ton or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameSPE.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral (xiii) the Collateral Account and all Collateral Account Funds; and (xiiixiv) to the extent not covered by clauses (i) through (xiixiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. ; Notwithstanding anything to the contrary contained in clauses (i) through (xiiixiv) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give Assets. Further notwithstanding anything herein to the extent feasible without undue effort or expense (a) written notice contrary, prior to the Discharge of ABL Obligations the lien and security interest in the ABL Collateral granted to the Collateral Agent identifying for the benefit of the Secured Parties pursuant to this Agreement shall be subordinate to the Lien granted to the ABL Agent and security interest in reasonable detail such collateral and the Excluded Property and (b) provide to exercise of any right or remedy by the Collateral Agent hereunder with respect to such other information regarding collateral is subject to the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor provisions of the Collateral Agent unless such Pledgor believesIntercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, in its reasonable judgment, that such prohibition is usual the terms of the Intercreditor Agreement shall govern and customary in transactions of such type, or is necessary for such Pledgor to obtain the samecontrol.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “"Pledged Collateral”"): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged ABL Collateral; and (xiiiii) to the extent not covered by clauses clause (i) through (xii) of this sentenceabove, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through and (xiiiii) above, (A) the security interest created by this Agreement clause (a) above shall not extend to, and the term “"Pledged Collateral” " shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the reasonable request of the Collateral Administrative Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Administrative Agent identifying in reasonable detail the Excluded Property and (b) shall provide to the Collateral Administrative Agent such other information regarding the Excluded Property as the Collateral Majority Lenders or the Administrative Agent may reasonably request and (iiB) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any material permit, license or agreement a provision that would prohibit the creation of a Lien on such material permit, license or agreement in favor of the Collateral Administrative Agent unless such Pledgor believes, HOUSTON\2261345 -5- in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Second Lien Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Second Lien Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Second Lien Collateral Agent identifying in reasonable detail the Excluded Property and (b) shall provide to the Second Lien Collateral Agent such other information regarding the Excluded Property as the Second Lien Collateral Agent may reasonably request and (ii) from and after the Closing Issue Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Second Lien Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type. In addition, notwithstanding anything herein to the contrary, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires (or is replaced with another rule or regulation, or any other law, rule or regulation is necessary for adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Pledgor that is a Subsidiary of the Company due to the fact that such Pledgor’s Equity Interests or other securities of such Pledgor secure the Notes Obligations and/or Additional Pari Passu Obligations affected thereby, then the Equity Interests and such other securities of such Pledgor will automatically be deemed not to obtain be part of the samePledged Collateral securing the Notes Obligations and/or Additional Pari Passu Obligations affected thereby but only to the extent necessary to not be subject to such requirement, only for so long as required to not be subject to such requirement and only with respect to Secured Obligations affected thereby. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Pledgor’s Equity Interests and other securities to secure the Notes Obligations and/or Additional Pari Passu Obligations in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Pledgor, then the Equity Interests and other securities of such Pledgor will automatically be deemed to be a part of the Pledged Collateral for the relevant Notes Obligations and/or Additional Pari Passu Obligations but only to the extent necessary to not be subject to any such financial statement requirement.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; (xiii) all rights under or relating to any license or authorization issued by the Federal Communications Commission (“FCC”) (collectively, “FCC Licenses”) and the proceeds thereof, provided that such security interest does not include at any time any FCC License to the extent (but only to the extent) and for so long as that at such time a Secured Party may not validly possess a security interest directly in the FCC License pursuant to applicable federal law, including the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, as in effect at such time, but such security interest does include at all times all rights incident and appurtenant to the FCC Licenses and proceeds of the FCC Licenses, and the right to receive all monies, consideration and proceeds derived from or in connection with the sale, assignment, transfer or other disposition of the FCC Licenses; and (xiiixiv) to the extent not covered by clauses (i) through (xiixiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixiv) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Administrative Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Administrative Agent identifying in reasonable detail the Excluded Property and (b) shall provide to the Collateral Administrative Agent such other information regarding the Excluded Property as the Collateral Administrative Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Administrative Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligationsof its Liabilities, each Pledgor Debtor hereby pledges assigns to the Collateral Agent for the benefit of the Benefited Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, Benefited Parties a lien on and continuing security interest in in, all of the such Debtor's right, title and interest of such Pledgor in, to and under in the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):following: (i) all Accounts; (ii) all Equipment, Goods, Inventory and FixturesChattel Paper; (iii) Computer Hardware and Software and all Documentsrights with respect thereto, Instruments including, without limitation, any and Chattel Paperall licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing; (iv) all Letters of Credit and Letter-of-Credit RightsDeposit Accounts; (v) all Securities CollateralDocuments; (vi) all Investment PropertyGeneral Intangibles (including Payment Intangibles); (vii) Goods (including, without limitation, all Intellectual Property Collateralof its Equipment, Fixtures and Inventory), together with all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection CertificateInstruments (together with all guaranties thereof and security therefor); (ix) all General IntangiblesIntellectual Property; (x) all Money and all Deposit Accountsmoney (of every jurisdiction whatsoever); (xi) all Supporting Obligations; Investment Property (xii) all books including Commodity Accounts, Commodity Contracts, Securities (whether Certificated Securities or Uncertificated Securities), Security Entitlements and records relating to the Pledged CollateralSecurity Accounts); and (xiiixii) to the extent not covered by clauses (i) through (xii) of this sentenceincluded in the foregoing, all other personal property of such Pledgorany kind or description; in each case whether now or hereafter existing or acquired, whether tangible or intangibletogether with all books, records, writings, data bases, information and other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions property relating to, substitutions and replacements forused or useful in connection with, and rentsevidencing, profits and products ofembodying, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty incorporating or guaranty payable to such Pledgor from time to time with respect referring to any of the foregoing. Notwithstanding anything , all proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing, all distributions on or rights arising out of any of the foregoing, and all claims and/or insurance payments arising out of the loss, nonconformity or interference with the use of, or infringements of rights in, or damage to, any of the foregoing; provided that the Collateral shall not include (A) any Excluded Asset or (B) any other asset (including, without limitation, any General Intangible) to the contrary contained in clauses (i) through (xiii) aboveextent, and only to the extent, that such asset is subject to a contract or other agreement which contains a legally enforceable provision which would be breached by the grant of the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail pursuant to the Excluded Property terms of this Agreement (except that if and (b) provide to when any such prohibition is removed, the Collateral Agent such other information regarding will be deemed to have been granted a security interest in the Excluded Property applicable contract or asset as of the date hereof, and the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit will be deemed to become effective in any document creating, governing include such contract or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameasset).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Senior Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien Lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) to the extent permitted by applicable Requirement of Law in effect at any time, all rights that such Pledgor may have at any time in any Regulatory Authorization, including without limitation respective FCC licenses, from or by any Governmental Authority or Communications Regulatory Authority, including any rights to payment upon any transfer of any such Regulatory Authorization, or any other transfer or transaction intended to result in a transfer of such a Regulatory Authorization, or the obtaining of any applicable Regulatory Authorization from or by any Governmental Authority or Communications Regulatory Authority for another Person to operate a television station pursuant to a Local Services Agreement instead of such Pledgor; (vi) all Securities Collateral; (vivii) all Collateral Accounts; (viii) all Investment Property; (viiix) all Intellectual Property Collateral; (viiix) the Commercial Tort Claims described on Schedule 13 14 to the Perfection Certificate; (ixxi) all General Intangibles; (xxii) all Money and all Deposit Accounts; (xixiii) all Supporting Obligations; (xiixiv) all books and records relating to the Pledged Collateral; and (xiiixv) to the extent not covered by clauses (i) through (xiixv) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixv) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license lease or agreement license, a provision that would prohibit the creation of a Lien on such permit, lease or license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such typetype or, or is necessary for such Pledgor to obtain in the samecase of an FCC license, would be prohibited by any Requirement of Law.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “"Pledged Collateral”"): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Collateral Accounts; (vii) all Investment Property; (viiviii) all Intellectual Property Collateral; (viiiix) the Commercial Tort Claims described on Schedule 13 14 to the Perfection Certificate; (ixx) all General Intangibles; (xxi) all Money and all Deposit Accounts; (xixii) the Merger Agreement and all Acquisition Document Rights; (xiii) all Supporting Obligations; (xiixiv) to the extent determined to be the property of any Pledgor, the Escrow Account and all interests in items in the Escrow Account; (xv) all books and records relating to the Pledged Collateral; and (xiiixvi) to the extent not covered by clauses (i) through (xiixv) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixvi) above, the security interest created by this Agreement shall not extend to, and the term “"Pledged Collateral” " shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Special Property (and stating in such notice that such Special Property constitutes "Excluded Property Property") and (b) shall provide to the Collateral Agent such other information regarding the Excluded Special Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license lease or agreement license, a provision that would prohibit the creation of a Lien on such permit, lease or license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for To secure the prompt payment and performance in full of all the Secured its Obligations, each Pledgor Promethean U.S. hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a lien on and continuing security interest in and Lien upon all its personal Property of such Obligor, including 102904560_9 all of the rightfollowing personal Property, title whether now owned or hereafter acquired, and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):: 70 102904560_9 (ia) all Accounts; (iib) all EquipmentChattel Paper, Goods, Inventory and Fixturesincluding electronic chattel paper; (iiic) all Commercial Tort Claims, including those shown on Schedule (d) all Deposit Accounts; (e) all Documents, Instruments and Chattel Paper; (ivf) all Letters of Credit General Intangibles; (g) all Goods, including Inventory, Equipment and fixtures; (h) all Instruments; (i) all Investment Property; (j) all Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xik) all Supporting Obligations; (xiil) all monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral; (m) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and (n) all books and records relating (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the Pledged Collateral; and (xiii) to foregoing. Notwithstanding the extent above, the Collateral shall not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoinginclude Intellectual Property. Notwithstanding anything to the contrary contained herein, as and to the extent provided in clauses (i) through (xiii) abovethis Section, the security interest created by Collateral also shall not include, and the Lien of this Agreement shall not extend attach to, the following: (a) “intent to use” Trademark applications, in each case, only until such time as the applicable Obligor begins to use such Trademarks (the security interest provided herein in such Trademark shall be deemed granted by such Obligor at such time and the term “Pledged Collateral” shall not include, will attach immediately without further action); 71 (b) any Excluded Property and (i) the Pledgors shall from time to time at the request assets of the Collateral Agent give any Subsidiary of Promethean U.S. that is a CFC or a CFC Holding Company or (ii) Equity Interests in any Subsidiary of Promethean U.S. that is a first-tier CFC or CFC Holding Company, to the extent feasible without undue effort that (x) such Equity Interest pledged as Collateral exceeds 65% of the Equity Interests of such Subsidiary and (y) the pledge of any greater percentage would result in material adverse tax consequences to any Obligor, (c) any item of real or expense (a) written notice personal, tangible or intangible, property to the Collateral Agent identifying extent and only for so long as the creation, attachment or perfection of the security interest granted herein by any Obligor in reasonable detail its right, title and interest in such item of property is prohibited by Applicable Law or is permitted only with the Excluded Property and consent (bthat has not been obtained) provide of a Governmental Authority (subject to the Collateral Agent such anti-assignment provisions of the UCC); (d) any property subject to a Lien securing Permitted Purchase Money Debt if, for so long and to the extent the grant of a security interest therein would constitute or result in a breach or a default under the related agreements (subject to the anti-assignment provisions of the UCC); (e) any item of real or personal, tangible or intangible, property (other information regarding than any Equity Interests owned by any Obligor) to the Excluded Property extent and only for so long as the Collateral Agent may reasonably request creation, attachment or perfection of the security interest granted herein by any Obligor in its right, title and interest in such item of property (i) would give any other Person (other than such Obligor or any other Obligor) the right to terminate its obligations with respect to such item of property, or (ii) from and after the Closing Date, no Pledgor shall permit would cause such property to become effective in void or voidable if a security interest therein was created, attached or perfected (subject to the anti-assignment provisions of the UCC); and (f) any document creatingitem of real or personal, governing tangible or providing intangible, property (other than any Equity Interests owned by any Obligor) to the extent and only for any permitso long as such property is subject to a contract that contains a term that restricts, license prohibits, or agreement requires a provision consent (that would prohibit the creation has not been obtained) of a Lien on Person (other than such permitObligor or any other Obligor) to, license the creation, attachment or agreement in favor perfection of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions security interest granted herein (subject to the anti- assignment provisions of such type, or is necessary for such Pledgor to obtain the sameUCC).

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties, a lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following propertyassets, properties and rights, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all EquipmentEquipment (including Commercial Motor Vehicles), Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit RightsRights (whether or not the letter of credit is evidenced by a writing or electronically); (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) all Licenses; (ix) all Commercial Tort Claims, including the Commercial Tort Claims described on in Schedule 13 14 to the Perfection Certificate; (ixx) all General Intangibles; (xxi) all Money and all Deposit Accounts; (xixii) all Money; (xiii) all Supporting Obligations; (xiixiv) all books and records relating pertaining to the Pledged Collateral; and; (xiiiI) all Moneys and claims for payment due and to become due pursuant to the respective contract, whether as charter hire, freights, passage moneys, proceeds of off-hire and loss of hire insurances, loans, indemnities, payments or otherwise, under and all claims for damages arising out of any breach of any bareboat, time or voyage charter, affreightment or other contract for the use or employment of each Vessel, (II) all remuneration for salvage and towage services, demurrage and detention moneys and any other moneys whatsoever due or to become due to such Pledgor arising from the use or employment of each Vessel, (III) all moneys and claims for payments due and to become due to such Pledgor, and all claims for damages and any other compensation payable, in respect of the actual or constructive total loss of or the requisition for title or for hire or other compulsory acquisition of each Vessel, and (IV) if any Vessel is employed on terms whereby any claims for payment falling within the preceding sub-clauses (I), (II) or (III) are pooled or shared with any other person, that proportion of the net receipts of the pooling or sharing arrangements which is attributable to such Vessel; (xvi) to the extent not covered by clauses (i) through (xiixv) of this sentence, choses in action and all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and ; and (xvii) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixvii) above, the security interest created by this Agreement shall not extend to, and the term terms “Pledged Collateral”, “Initial Pledged Interests”, “Initial Pledged Shares”, “Additional Pledged Interests”, “Additional Pledged Shares” and “Successor Interests” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameCollateral.

Grant of Security Interest. (a) As collateral security for the payment and performance in full of all the of its Secured Obligations, each Pledgor the undersigned does hereby pledges pledge and grants grant to the Collateral Agent Agent, for the ratable benefit of the Secured Parties, a lien Lien on and security interest in and to all of the right, title and interest of such Pledgor the undersigned in, to and under the following propertyassets, properties and rights, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, by the “Pledged Collateral”):undersigned: (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit RightsRights (whether or not the letter of credit is evidenced by a writing); (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on in the Schedule 13 [ ] to the Perfection CertificateCertificate [Supplement attached as Exhibit A hereto]; (ixviii) all General Intangibles; (ix) all Deposit Accounts; (x) all Money and all Deposit AccountsMoney; (xi) all Supporting Obligations; (xii) all books and records relating pertaining to the Pledged Collateral; and; (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, choses in action and all other personal property of such Pledgorundersigned, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and ; and (xiv) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor undersigned from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixiv) above, the security interest created by this Agreement shall not extend to, and the term terms “Collateral,” “Initial Pledged CollateralInterests,” “Initial Pledged Shares,” “Additional Pledged Interests,” “Additional Pledged Shares” and “Successor Interests” shall not at any time include, any Excluded Property and Assets. Notwithstanding anything to the contrary herein, at any time the Intercreditor Agreement is in effect, (i) the Pledgors Liens granted pursuant to this Section 2 shall from time be subject to time the terms and conditions of the Intercreditor Agreement, (ii) the exercise of any right or remedy by the Collateral Agent or any other Secured Party hereunder or under the Security Agreement (including under Article VIII of the Security Agreement) are subject in all instances to the provisions of the Intercreditor Agreement, (iii) Collateral Agent, at the request sole cost of the Issuer, shall deliver all Collateral in its possession to the First Priority Collateral Agent to the extent the First Priority Collateral Agent requires possession thereof pursuant to the First Priority Loan Documents or the Intercreditor Agreement, and (iv) Collateral Agent shall take all actions reasonably requested in writing by the Issuer and required by the Intercreditor Agreement reasonably necessary to ensure that all collateral agreements with third parties entered into in connection with the Security Agreement (including, without limitation, any Deposit Account Control Agreements and Securities Account Control Agreements) are in compliance with the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement or the Security Agreement, the terms of the Intercreditor Agreement, if in effect, shall govern and control. Notwithstanding anything herein to the contrary, until the Discharge of First Priority Obligations, the delivery, assignment or other form of transfer of any Collateral or any document to the First Priority Collateral Agent pursuant to the First Priority Loan Documents shall satisfy any delivery requirement hereunder or under any other Collateral Document and the Collateral Agent shall have no duty to monitor whether any such Collateral has been so delivered, assigned or transferred. (b) The security interest of the Collateral Agent give under this Agreement extends to all Collateral which the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent undersigned may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such typeacquire, or is necessary for such Pledgor with respect to which the undersigned may obtain rights, at any time during the sameterm of this Joinder Agreement.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties, a lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following propertyassets, properties and rights, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all EquipmentEquipment (including Commercial Motor Vehicles), Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit RightsRights (whether or not the letter of credit is evidenced by a writing); (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 14 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting ObligationsMoney; (xii) all Supporting Obligations; (xiii) all books and records relating pertaining to the Pledged Collateral; and; (xiiixiv) to the extent not covered by clauses (i) through (xiixiii) of this sentence, choses in action and all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and ; and (xv) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixv) above, (a) the security interest created by this Agreement shall not extend toto any Excluded Property, and (b) the term terms “Pledged Collateral”, “Initial Pledged Interests”, “Initial Pledged Shares”, “Additional Pledged Interests”, “Additional Pledged Shares”, “Successor Interests”, “Deposit Accounts” and any other relevant terms shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give Property. Notwithstanding anything to the extent feasible without undue effort contrary contained herein, immediately upon the ineffectiveness, lapse or expense (a) written notice termination of any restriction or condition causing or resulting in such personal property or other assets to constitute Excluded Property, the Pledged Collateral Agent identifying shall include, and each Pledgor shall be deemed to have granted a security in, all relevant previously restricted or conditioned right, title and interest in, to and under the personal property or other assets referred to in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property paragraph, as the Collateral Agent case may reasonably request and (ii) from and after the Closing Datebe, no Pledgor shall permit to become effective as if such restriction or condition had never been in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameeffect.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor (other than American Petroleum Tankers Holding LLC) hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 12 to the Perfection Certificate;Perfection (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property Assets. Notwithstanding anything herein to the contrary, with respect to Parent only, “Pledged Collateral” shall be limited to Parent’s right, title and interest in, to and under (i) all Capital Interests issued by the Pledgors shall Company and any successor entity; (ii) all payments of principal or interest, dividends, cash, instruments and other property from time to time at received, receivable or otherwise distributed in respect of, in exchange for or upon the request conversion of, and all other Proceeds received in respect of, the assets referred to in clause (i); (iii) all rights and privileges of the Collateral Agent give Parent with respect to the extent feasible without undue effort or expense securities and other property referred to in clauses (ai) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from above; and after the Closing Date, no Pledgor shall permit to become effective in (iv) all Proceeds of any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the foregoing. All representations, warranties and covenants of Parent shall be limited in all respects to the Pledged Collateral Agent unless such Pledgor believes, referred to in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the samepreceding sentence.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties, a lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all EquipmentEquipment (including Commercial Motor Vehicles), Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit RightsRights (whether or not the letter of credit is evidenced by a writing); (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 15 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting ObligationsMoney; (xii) all Acquisition Documents and Acquisition Document Rights; (xiii) all Supporting Obligations; (xiv) all books and records relating pertaining to the Pledged Collateral; and; (xiiixv) to the extent not covered by clauses (i) through (xiixiv) of this sentence, choses in action and all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and ; and (xvi) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixvi) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and Property. In addition, (i) the Pledgors shall from time to time at the reasonable request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request request, and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license lease or agreement license, a provision that would prohibit the creation of a Lien on such permit, lease or license or agreement in favor of the Collateral Agent unless (x) no Event of Default has occurred and is continuing and (y) such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. (1) As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor Grantor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured PartiesHolders, a lien Lien on and security interest in and to all of the right, title and interest of such Pledgor Grantor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (ia) all Accounts; (iib) all Equipment, Goods, Inventory and Fixtures; (iiic) all Documents, Instruments and Chattel Paper; (ivd) all Letters of Credit and Letter-of-Credit Rights; (ve) all Securities Collateral; (vif) all Investment Property; (viig) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ixh) all General Intangibles; (xi) all Money and all Deposit Accounts; (xij) all Supporting Obligations; (xiik) all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records relating to the Pledged CollateralCollateral and any General Intangibles at any time evidencing or relating to any of the foregoing; and (xiiil) to the extent not covered by clauses (ia) through to (xiik) of this sentence, all other assets, personal property and rights of such PledgorGrantor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor Grantor from time to time with respect to any of the foregoing. . (2) Notwithstanding anything to the contrary contained in clauses (i) through (xiii) abovesubsection 3.1(1), the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property, provided that, if any Excluded Property would have otherwise constituted Pledged Collateral, when such property shall cease to be Excluded Property, such property shall be deemed at all times from and after the date hereof to constitute Pledged Collateral. (i3) the Pledgors The Grantors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property (and (bstating in such notice that such Excluded Property constitutes “Excluded Property”) and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the samerequest.

Grant of Security Interest. As collateral security for To secure the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured PartiesTHE BORROWER HEREBY CONVEYS, a lien on and security interest GRANTS, ASSIGNS, TRANSFERS, HYPOTHECATES, MORTGAGES AND SETS OVER TO THE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, BUT SUBJECT TO THE EXCLUSION SET FORTH IN THIS SECTION 2, A FIRST PRIORITY SECURITY INTEREST IN AND LIEN ON ALL OF ITS RIGHT, TITLE AND INTEREST IN AND TO THE BORROWER’S INTEREST (AS THE TERM “BORROWER’S INTEREST” IS DEFINED IN APPENDIX A TO THE PARTICIPATION AGREEMENT), WHETHER NOW EXISTING OR HEREAFTER ACQUIRED, IN EACH OF THE FOLLOWING, BUT SOLELY TO THE EXTENT SUCH RIGHT, TITLE OR INTEREST IS ACQUIRED WITH RESPECT TO THE PROPERTY, ANY OPERATIVE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY: (a) excluding in all of the cases all right, title and interest of such Pledgor inthe Borrower in and to any and all Hedging Agreements, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (iib) excluding in all cases all right, title and interest of the Borrower in and to any and all Hedging Agreements, all Chattel Paper (including without limitation all rights under the Lease); (c) [Reserved]; (d) excluding in all cases all right, title and interest of the Borrower in and to any and all Hedging Agreements, all Documents; (e) excluding in all cases all right, title and interest of the Borrower in and to any and all Hedging Agreements, all Equipment; (f) excluding in all cases all right, Goodstitle and interest of the Borrower in and to any and all Hedging Agreements, Inventory and all Fixtures; (g) excluding in all cases all right, title and interest of the Borrower in and to any and all Hedging Agreements, all General Intangibles, including without limitation (i) all rights to payment and all indemnity rights under the Operative Agreements, (ii) all books and records relating to or used in connection with the operation of the Property or any part thereof, (iii) all Documentsunearned premiums under insurance policies now held or subsequently obtained by the Lessee relating to the Property, Instruments and Chattel Paper; (iv) all Letters consents, licenses, certificates and other governmental approvals relating to construction, completion, use or operation of Credit the Property or any part thereof, and (v) all Construction Documents relating to the Property; specifically excluding however, trademarks, trade names and symbols; (h) excluding in all cases all right, title and interest of the Borrower in and to any and all Hedging Agreements, all Instruments; (i) excluding in all cases all right, title and interest of the Borrower in and to any and all Hedging Agreements, all Investment Property; (j) excluding in all cases all right, title and interest of the Borrower in and to any and all Hedging Agreements, all Letter-of-Credit Rights; (vk) excluding in all Securities Collateralcases all right, title and interest of the Borrower in and to any and all Hedging Agreements, the Property and each part thereof; (vil) excluding in all Investment Property; (vii) cases all Intellectual Property Collateral; (viii) right, title and interest of the Commercial Tort Claims described on Schedule 13 Borrower in and to the Perfection Certificate; (ix) all General Intangibles; (x) all Money any and all Hedging Agreements, all money, cash or cash equivalent and Deposit Accounts; (xim) excluding in all cases all right, title and interest of the Borrower in and to any and all Hedging Agreements, all Proceeds, including without limitation (i) all Supporting Obligations; Rent and all other rents, payments, purchase prices, receipts, revenues, issues and profits payable under the Lease or pursuant to any other lease with respect to the Property, (xiiii) subject to application thereof in accordance with the terms of the Lease, all proceeds of any insurance policies maintained pursuant to the Operative Agreements by third parties for the benefit of the Borrower, including without limitation any right to collect and receive such proceeds and (iii) all books awards and records relating other compensation, including without limitation the interest payable thereon and any right to collect and receive the same, made to the Pledged Collateralpresent or any subsequent owner of the Property for the taking by eminent domain, condemnation or otherwise, of all or any part of the Property or any easement or other right therein; and (xiiin) excluding in all cases all right, title and interest of the Borrower in and to any and all Hedging Agreements, all right, title and interest of the extent not covered Borrower in and to all substitutes, modifications and replacements of, and all additions, accessions and improvements to, the Fixtures and Equipment, subsequently acquired or leased by the Borrower or constructed, assembled or placed by the Borrower on the Property, immediately upon such acquisition, lease, construction, assembling or placement, and in each such case, without any further conveyance, assignment or other act by the Borrower; (All of the foregoing property and rights and interests now owned or held or subsequently acquired by the Borrower and described in the foregoing clauses (ia) through (xiin) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable are collectively referred to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same“Security Assets”).

Grant of Security Interest. As collateral security for To secure the payment Borrowers’ prompt, punctual, and faithful performance in full of all and each of the Secured ObligationsLiabilities, each Pledgor Borrower hereby pledges and grants to the Collateral Agent Agent, for the benefit of the Secured PartiesParties as their interests may appear herein, a lien on and continuing security interest in and to, and assigns to the Collateral Agent, for the benefit of the Secured Parties as their interests may appear herein the following, and each item thereof, whether now owned or now due, or in which that Borrower has an interest, or hereafter acquired, arising, or to become due, or in which that Borrower obtains an interest, and all products, Proceeds, substitutions, and accessions of or to any of the following (all of which, together with any other property in which the rightCollateral Agent may in the future be granted a security interest, title and interest is referred to herein as the “Collateral”; any of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, terms not defined in this Agreement shall have the “Pledged Collateral”meanings attributed thereto in the UCC): (ia) all Accounts; (iib) all Equipment, Goods, Inventory and FixturesInventory; (iiic) all Documents, Documents with respect to such Borrower’s Accounts and Inventory; (d) all Instruments and Chattel PaperPaper with respect to or arising from the Disposition of such Borrower’s Accounts and Inventory; (ive) all Letters of Credit and Letter-of-Credit RightsRights with respect to or arising from the Disposition of each Borrower’s Accounts and Inventory; (vf) all Securities General Intangibles with respect to such Borrower’s Accounts and Inventory (other than to the extent consisting of trademarks, copyrights, patents or other intellectual property); (g) all Deposit Accounts (other than Exempt DDAs); (h) all Supporting Obligations with respect to or arising from the Disposition of such Borrower’s Accounts and Inventory; (i) all Commercial Tort Claims relating to or arising from the foregoing Collateral; (vij) all Investment Propertybooks, records, and information relating to the foregoing Collateral, and all rights of access to such books, records, and information, and all property in which such books, records, and information are stored, recorded, and maintained; (viik) all Intellectual Property Collateral; (viii) Securities Accounts containing any cash Proceeds of any of the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateralforegoing; and (xiiil) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor Borrower from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viiivi) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate2.1 hereto; (ixvii) all General Intangibles; (xviii) all Money and all Deposit Accounts; (xiix) all Supporting Obligations; (xiix) all books and records relating to the Pledged Collateralrecords; and (xiiixi) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiiixi) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Property. The Pledgors shall from time to time at the request of the Collateral Agent Administrative Agent, give to the extent feasible without undue effort or expense (a) written notice to the Collateral Administrative Agent identifying in reasonable detail the Excluded Property and (b) shall provide to the Collateral Administrative Agent such other information regarding the Excluded Property as the Collateral Administrative Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the samerequest.

Grant of Security Interest. As (a) Subject to clause (b) of this Section 3, each Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for its benefit and the ratable benefit of the Trustee and the Holders, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the "Collateral"), as collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of all such Grantor's Secured Obligations (it being understood and agreed that the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent security interest granted herein for the benefit of the Secured Parties, a lien Collateral Agent on and security interest in all behalf of the right, title and interest Holders shall be subject to the subordination terms of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”Intercreditor Agreement): (i) all Accounts; (ii) all Equipment, Goods, Inventory and FixturesChattel Paper; (iii) all Documents, Instruments and Chattel PaperDeposit Accounts; (iv) all Letters of Credit and Letter-of-Credit RightsDocuments; (v) all Securities CollateralEquipment; (vi) all General Intangibles; (vii) all Instruments; (viii) all Intellectual Property; (ix) all Inventory; (x) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting ObligationsLetter of Credit Rights; (xii) all Commercial Tort Claims in an amount in excess of $500,000 in which any Grantor has rights, as set forth on Schedule 7; (xiii) all other property not otherwise described above; (xiv) all books and records relating pertaining to the Pledged Collateral; and (xiiixv) to the extent not covered by clauses (i) through (xii) of this sentenceotherwise included, all other personal property of such PledgorProceeds, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds Supporting Obligations and products of each any and all of the foregoing and all accessions to, substitutions collateral security and replacements for, and rents, profits and products of, each of the foregoing, guarantees given by any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time Person with respect to any of the foregoing. . (b) Notwithstanding anything to the contrary contained in clauses (i) through (xiii) abovethis Agreement, neither the Collateral Agent nor any of the Holders shall have a security interest created by in, and the grant of security interests pursuant to this Agreement Section 3 for the benefit of the Collateral Agent on behalf of the Holders shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property Collateral, and (i) with respect to the Pledgors shall from time to time at the request of Trustee, the Collateral Agent give to and the extent feasible without undue effort or expense (a) written notice to Holders the Collateral Agent identifying in reasonable detail term "Collateral" shall not include the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the sameCollateral.