Common use of Grant of Security Interest Clause in Contracts

Grant of Security Interest. (a) As security for the prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the following: (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H; (iv) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”). (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. In order to secure the obligations of the Company due to the Purchasers (such obligations are sometimes hereinafter referred to as the "OBLIGATIONS") under the Bridge Notes issued on the First Closing Date, in addition to the general credit of the Company and the First Closing Pledged Shares being pledged and delivered at the First Closing, the Company hereby grants to Purchasers, effective at the First Closing a continuing first priority security interest in and a general lien upon: (a) As security for all the prompt and complete payment and performance when due of all assets of the Obligations Company, as listed and described on EXHIBIT H hereto (the "PLEDGED ASSETS"); and (b) all proceeds, as such term is defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit 9-306(1) of the Secured CreditorsUCC and, a continuing security interest of first priority in (subject only to Permitted Liens) all of the rightany event, title and interest of such Grantor inshall include, to and under any personal property that such Grantor may now own or hereafter acquirewithout limitation, including, but not limited to the following: (i) any and all Accounts; proceeds of any insurance, indemnity, warranty, or guaranty payable to the Company from time to time with respect to any of the Pledged Assets, (ii) any and all Chattel Paper; payments (in any form whatsoever) made or due and payable to the Company from time to time in connection with any requisitions, confiscation, condemnation, seizure, or forfeiture of all or any part of the Pledged Assets by any governmental authority (or any person acting under color of governmental authority), and (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H; (iv) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, amounts from time to time paid or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from payable under or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and Pledged Assets (xx) all Proceeds and products of any and all of collectively, the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”"COLLATERAL"). (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders and their Affiliates, 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 (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor’s Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HDeposit Accounts; (ivd) all Documents; (e) all Equipment; (f) all Fixtures; (g) all General Intangibles; (h) all Instruments; (i) all Intellectual Property; (j) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiik) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiiil) all Letter of Credit Rights; (xivm) all General IntangiblesCommercial Tort Claims in an amount in excess of $3,000,000 in which any Grantor has rights, as set forth on Schedule 7; (xvn) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marksother property not otherwise described above; (xvio) all Patents books and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxp) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the foregoing. For the avoidance of doubt, the term “Collateral” shall not include, and the grant of a security interest as provided hereunder shall not extend to (I) (x) accounts receivable and related assets transferred or purportedly transferred pursuant to, and in accordance with, a Permitted Receivables Financing (it being understood that each account receivable and related asset of a Grantor that is not transferred or purported to have been transferred pursuant to a Permitted Receivables Financing shall constitute “Collateral” hereunder) and (y) any Deposit Account that is used to hold collections on any of such accounts receivable and related assets described in the foregoing clause (x) or (II) any Company Stock. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under this Section 3 attach to: (a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract, property right or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Section 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 (including the Bankruptcy Code) or principles of equity); provided that (A) the Collateral shall include (and such security interest shall attach immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to) any portion of such lease, license, contract or agreement not subject to the grant of security interest prohibitions specified in this Section 2.1 being herein collectively clause (i) or (ii) above; and (B) the exclusions referred to as the “Security Agreement Collateral”).in clause (a) of this paragraph shall not include any Proceeds of any such lease, license, contract or agreement; (b) It is expressly agreed any Trademark application filed in the United States Patent and acknowledged that Trademark Office on the security interests basis of such Grantor’s “intent-to- use” such trademark, unless and until acceptable evidence of use of the Collateral Agent under this Agreement extend Trademark has been filed with and accepted by the United States Patent and Trademark Office pursuant to all Security Agreement Collateral which Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a security interest or other lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of or void such Trademark application; or (c) any Grantor may acquire at Foreign Subsidiary Voting Stock or voting Capital Stock of any time during CFC Holding Company in each case that is excluded from the continuation definition of this Agreement“Pledged Stock”.

Grant of Security Interest. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, 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 (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingObligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Contracts; (d) all Deposit Accounts; (e) all Documents; (f) all General Intangibles; (g) all Goods, including, without limitation, all Equipment, Fixtures and Inventory; (h) all Instruments; (i) all Intellectual Property; (j) all Investment Property; (k) all Money; (l) all Capital Stock; (m) all Commercial Tort Claims, including but not limited to including, without limitation, the Commercial Tort Claims described on Schedule H8 of the Disclosure Letter; (ivn) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivo) all General Intangiblesother personal property not otherwise described above; (xvp) all Marks, together with the registrations Supporting Obligations and right to products of any and all renewals thereof, and the goodwill of the business foregoing and all Guarantee Obligations, Liens and claims supporting, securing or in any respect relating to any of such Grantor symbolized by the Marksforegoing; (xviq) all Patents books and Copyrights, and all reissues, renewals or extensions thereof; records (xviiregardless of medium) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard pertaining to any of the foregoing; and (xxr) all Proceeds and products of any and all of the foregoing foregoing; provided, that (all i) this Agreement shall not constitute a grant of a security interest in any property to the extent that and for as long as such grant of a security interest (A) is prohibited by any Requirement of Law, (B) requires a filing with or consent from any Governmental Authority pursuant to any Requirement of Law that has not been made or obtained or is in any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby (in each case, except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibition), (C) constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any lease, license or other agreement or any purchase money security interest or similar arrangement, except to the extent that the provisions of any such lease, license or other agreement or purchase money security interest or similar arrangement is ineffective under applicable Law or would be ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC to prevent the attachment of the security interest granted hereunder, (D) is in any United States Trademark applications filed on the basis of a Grantor’s intent-to-use such xxxx, in each case, unless and until evidence of the use of such Trademark in interstate commerce is submitted to the PTO, but only if and to the extent that the granting of a security interest in such application would result in the invalidation of such application, provided, that to the extent such application is excluded from the Collateral, upon the submission of evidence of use of such Trademark to the PTO, such Trademark application shall automatically be included in the Collateral, without further action on any party’s part, (E) is in Capital Stock which is specifically excluded from the definition of Pledged Stock, Pledged Alternative Equity Interests, Pledged LLC Interests or Pledged Partnership Interests by virtue of a proviso to the respective definition thereof or is an Excluded Equity Interest, (F) is in motor vehicles or other assets subject to certificate of title to the extent that a security interest therein cannot be perfected by the filing of a UCC-1 financing statement, (G) is in any Margin Stock, (H) is in any Collateral owned by the Target or its Subsidiaries until such time as the Target is a Wholly Owned Subsidiary of the Borrower, (I) is in any assets as to which Administrative Agent shall determine that the cost of obtaining such a security interest or perfection thereof are excessive in relation to the value to the Lenders of the security to be afforded thereby, (J) any payroll accounts, employee wage and benefit accounts, tax accounts, escrow accounts (except the Escrow Account as provided under the Escrow Agreement) or fiduciary or trust accounts, (K) is in any assets to the extent a security interest in such assets would result in material adverse consequences to the Grantors with respect to Taxes, as reasonably determined by the Borrower and the Administrative Agent in good faith or (L) other customary exclusions under applicable local law or in applicable local jurisdictions as may be mutually agreed by the Administrative Agent and the Borrower (the foregoing described in clauses (A) through (L) are, collectively, the “Excluded Assets”) and (ii) the security interest granted hereby (A) shall attach at all times to all proceeds of such property, (B) shall attach to such property immediately and automatically (without need for any further grant or act) at such time as the condition described in this clause (i) ceases to exist and (C) to the extent severable shall in any event attach to all rights in respect of such property that are not subject to the grant of security interest applicable condition described in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”clause (i). (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. Each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, 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 (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor’s Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HDeposit Accounts; (ivd) all Documents; (e) all Equipment (whether or not constituting Fixtures); (f) all General Intangibles; (g) all Instruments, including Pledged Notes; (h) all Intellectual Property; (i) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiij) all Investment Property; (ixk) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivl) all General IntangiblesMoney; (xvm) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the MarksCommercial Tort Claims identified on Schedule 7; (xvin) all Patents Capital Stock, Goods, insurance and Copyrights, and all reissues, renewals or extensions thereofother personal property not otherwise described above; (xviio) all Software Supporting Obligations and computer programs and products of any intellectual property rights therein and all other proprietary information of such Grantorthe foregoing and all Guarantee Obligations, includingLiens and claims supporting, but not limited to, Trade Secret Rightssecuring or in any respect relating to any of the foregoing; (xviiip) all books and records (regardless of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined belowmedium) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard pertaining to any of the foregoing; and (xxq) all Proceeds and products of any and all of the foregoing foregoing; provided, that (all i) this Agreement shall not constitute a grant of a security interest in, and the term “Collateral” shall not include, any property to the extent that and for as long as such grant of a security interest (A) is prohibited by any applicable law, (B) requires a filing with or consent from any entity or person pursuant to any applicable law that has not been made or obtained, (C) in any lease, license or agreement, constitutes a breach or default under or results in the termination of, or requires any consent not obtained under such lease, license or agreement, except to the extent that such applicable provisions of any such lease, license or agreement is ineffective under applicable law or would be ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC to prevent the attachment of the security interest granted hereunder, (D) is in Capital Stock which is specifically excluded from the definition of Pledged Stock by virtue of the proviso to such definition, (E) is in any Grantor’s right, title or interest in any applications for trademarks or service marks filed in the United States Patent and Trademark Office pursuant to 15 U.S.C. §1051 Section 1(b), unless and until evidence of use of the xxxx in interstate commerce is submitted to the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.) to the extent, if any, that, and during the period, if any, in which granting a security interest in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application or of any registration that issues therefrom, (F) is in leaseholds of real property, (G) is in assets subject to a Lien securing Capital Lease Obligations or purchase money debt obligations, in each case permitted under the Credit Agreement, if the contract or other agreement in which such Lien is granted prohibits the creation of any other Lien on such assets, (H) is in Capital Stock in entities where a Grantor holds 50% or less of the outstanding Capital Stock of such entity, to the extent a pledge of such Capital Stock is prohibited by the organizational documents or agreements with the other equity holders of such entity, (I) is in Equity Interests in any Foreign Subsidiary that is not a Material Foreign Subsidiary, (J) is in any Equity Interests of a Domestic Subsidiary which is a Subsidiary of a Foreign Subsidiary solely to the extent that the grant of a security interest in such Equity Interests would reasonably be expected to result in materially adverse tax consequences to the Borrower, (K) is in any Equity Interests of any Foreign Subsidiary that would reasonably be expected to (x) violate or conflict with any fiduciary duties of officers or directors of such Foreign Subsidiary or (y) result in a risk of personal or criminal liability of any officer or director of such Foreign Subsidiary (it being understood and agreed that the Grantors shall use their commercially reasonable efforts to avoid or mitigate such limitations, and any such limitation shall be no more than the minimum required by applicable law) or (L) is in any Consigned Vehicles or Consigned Vehicle Proceeds (the foregoing clauses (A) through (L), collectively, shall be referred to hereafter as the “Excluded Collateral”); and (ii) the security interest granted hereby (A) shall attach at all times to all proceeds of such property to the extent such proceeds do not constitute property described in clause (i) above, (B) shall attach to such property immediately and automatically (without need for any further grant or act) at such time as the condition described in clause (i) ceases to exist, and (C) to the extent severable shall in any event attach to all rights in respect of such property that are not subject to the applicable condition described in clause (i); provided, further, that in any event, this Agreement does constitute a grant of a security interest in this Section 2.1 being herein collectively referred to as in, and the term “Security Agreement Collateral”)” does include, the shares of capital stock and limited liability company membership interests identified on Schedule 2 hereto. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, 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 (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingObligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Contracts; (d) all Deposit Accounts; (e) all Documents; (f) all General Intangibles, including, without limitation, all Intellectual Property; (g) all Goods, including, without limitation, all Equipment, Fixtures and Inventory; (h) all Instruments; (i) all Investment Property; (j) all Money; (k) all Pledged Equity Interests; (l) all Commercial Tort Claims, including but not limited to including, without limitation, the Commercial Tort Claims described on Schedule HIV to the Perfection Certificate hereto; (ivm) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivn) all General IntangiblesSecurities Accounts and Securities Entitlements; (xvo) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the MarksReceivables; (xvip) all Patents and Copyrights, and all reissues, renewals or extensions thereofother personal property not otherwise described above; (xviiq) all Software Supporting Obligations and computer programs and products of any intellectual property rights therein and all of the foregoing and all security interests or other proprietary information liens on personal or real property securing any of such Grantor, including, but not limited to, Trade Secret Rightsthe foregoing; (xviiir) all books and records (regardless of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined belowmedium) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard pertaining to any of the foregoing; and (xxs) all Proceeds and products of or in respect of any and all of the foregoing foregoing; provided, that this Agreement shall not constitute a grant of a security interest in and the term Collateral shall not include: (all A) any property to the extent that and for as long as such grant of a security interest is prohibited by any applicable law, rule or regulation except to the extent that such law, rule or regulation is ineffective under applicable law or principles of equity or would be ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC to prevent the attachment of the security interest granted hereunder, (B) any property to the extent that and for as long as such grant of a security interest requires consent pursuant to any applicable law, rule or regulation that has not been obtained, except to the extent that such law, rule or regulation is ineffective under applicable law or principles of equity or would be ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC to prevent the attachment of the security interest granted hereunder, (C) any leasehold real property interest, license, lease or other agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto except to the extent that any such violation, invalidation or termination is ineffective under applicable law or principles of equity or would be ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC to prevent the attachment of the security interest granted hereunder, (D) any applications for trademarks or service marks filed in the PTO pursuant to 15 U.S.C. §1051 Section 1(b) unless and until evidence of use of the xxxx in interstate commerce is submitted to and accepted by the PTO pursuant to 15 U.S.C. §1051 Section 1(c) or Section 1(d), (E) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, (F) motor vehicles or other assets in which a security interest may be perfected only through compliance with a certificate of title statute, (G) any Commercial Tort Claim as to which a pleading has been filed in a competent jurisdiction having a fair market value of less than $500,000, (H) any Letter-of-Credit Rights that are (a) not otherwise Supporting Obligations with a value less than $500,000 or (b) Supporting Obligations with a duration of less than one year, (I) any Capital Stock (a) that is an Excluded Equity Interest or (b) in any Person that is not a Wholly Owned Subsidiary, where the grant of a security interest in this the Capital Stock thereof would constitute a material violation of a valid and enforceable restriction in favor of a third party, so long as such Capital Stock cannot be pledged without the consent of one or more third parties (except to the extent such prohibition is rendered ineffective by applicable law (including under Section 2.1 9-406, 9-407, 9-408 or 9-409 of the New York UCC) or is otherwise unenforceable or is no longer in effect), and (J) items of de minimis value that are not capable of being herein collectively referred to as perfected by the “Security Agreement Collateral”). (b) It is expressly agreed filing or financing statements under the UCC or similar filings; and acknowledged provided, further, that the security interests of the Collateral Agent under this Agreement extend interest granted hereby (A) shall attach at all times to all Security Agreement Collateral which proceeds of such property (other than any Grantor may acquire proceeds subject to any condition described in the immediately foregoing proviso) or any defined term therein), (B) shall attach to such property immediately and automatically (without need for any further grant or act) at such time as any time during applicable condition described in the continuation immediately foregoing proviso) or any applicable defined term therein ceases to exist and (C) to the extent severable, shall in any event attach to all rights in respect of this Agreementsuch property that are not subject to such applicable condition described in the immediately foregoing proviso) or any applicable defined term therein and (iii) in no event shall any CFC be required to pledge any property that it owns.

Grant of Security Interest. Each Grantor hereby collaterally assigns, pledges and grants to the Administrative Agent, for the benefit of the Secured Parties, 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 (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor’s Obligations: (ia) all Accounts; (iib) Letter of Credit rights; (c) all Chattel Paper; (iiid) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HContracts; (ive) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) all General Intangibles; (i) all Instruments; (j) all Intellectual Property; (k) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiil) all Investment Property; (ixm) all DocumentsReceivables (including without limitation Government Receivables); (xn) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited thereincommercial tort claims as listed on Schedule F; (xio) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations books and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxp) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject foregoing; provided, that in no event will “Collateral” be deemed to include any Retained Rights. Notwithstanding the foregoing provisions of this Section 3, such grant of security interest shall not extend to, and the term “Collateral” shall exclude (i) Contracts, lease, licenses, Chattel Paper, Intellectual Property and other General Intangibles, or assets subject thereto, if any, (but shall not include the Receivables, collections and Proceeds thereof) which are now or hereafter held by Grantor as licensee, lessee or otherwise, to the extent that (and only for so long as) (A) such Contracts, Chattel Paper and other General Intangibles, or assets subject thereto, if any, are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law, including Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC, in this respect of the grant of a security interest hereunder), without the consent of the licensor or lessor thereof, or other applicable party thereto and (B) such consent has not been obtained, (ii) assets owned by any Grantor on the date hereof or hereafter acquired and any proceeds thereof that are subject to a Lien securing a Capital Lease Obligation or a purchase money obligation permitted to be incurred pursuant to the Credit Agreement or any other Lien permitted by Section 2.1 being herein collectively referred 7.3(g) of the Credit Agreement to the extent and for so long as the “Security contract or other agreement in which such Lien is granted (or the documentation providing for such Capital Lease Obligation or purchase money obligation) validly prohibits the creation of any other Lien on such assets and proceeds, (iii) any property and any person existing at the time such property or person is acquired or merged with or into or consolidated with any Grantor that is subject to a Lien permitted by Section 7.3(m) of the Credit Agreement Collateral”). to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such property, (biv) It any intent-to-use trademark application for which a statement of use has not been filed and accepted with the U.S. Patent and Trademark Office or any other Intellectual Property to the extent and for so long as creation by a Grantor of a security interest therein would result in the loss by such Grantor of any material rights therein, (v) the Institutional L/C Collateral Account Agreement and the Institutional L/C Collateral Account and all funds and proceeds therein, and any proceeds thereof prior to their receipt by any Grantor, (vi) (A) any Capital Stock in any Liquidating Subsidiary (until such time, if at all, as such Liquidating Subsidiary ceases to be a Liquidating Subsidiary in accordance with the Credit Agreement) or any Capital Stock in any Unrestricted Subsidiary and proceeds of the Capital Stock of any Unrestricted Subsidiary and (B) with respect to any Non-Profit Entity, Foreign Subsidiary, Domestic Subsidiary substantially all of whose assets consist of the stock of Foreign Subsidiaries or Insurance Subsidiary, such percentage of the Capital Stock of any such Subsidiary that is expressly not required to be pledged to the Administrative Agent pursuant to Section 6.9(c) of the Credit Agreement, (vii) any interest in a joint venture or a Subsidiary that is not a Wholly-Owned Subsidiary to the extent the granting of a security interest therein is prohibited by the terms of the organizational documents or any shareholder or similar agreement of such joint venture or Subsidiary, (viii) any motor vehicle or other assets subject to certificates of title, the perfection of a security interest in which cannot be perfected through the filing of UCC-1 financing statements under the UCC in the relevant jurisdiction, (ix) leasehold interests in real property, (x) any assets if, as determined by the Borrower in writing and reasonably agreed to by the Administrative Agent, granting a security interest therein to the Administrative Agent for the benefit of the Secured Parties would result in adverse tax consequences to Holdings or any of its Restricted Subsidiaries, and acknowledged that (xii) any asset if, in the reasonable judgment of the Administrative Agent evidenced in writing, the burden, cost or consequences to Holdings or its Restricted Subsidiaries of creating or perfecting such security interests in favor of the Collateral Administrative Agent under for the benefit of the Secured Parties is excessive in relation to the benefits to be obtained therefrom by the Secured Parties. The Administrative Agent may grant extensions of time for the perfection of security interests in particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of any Loan Party on such date) where it reasonably determines, in consultation with the Borrower, that perfection cannot be accomplished without undue efforts or expense by the time or times at which it would otherwise be required by this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during or the continuation of this Agreementother Loan Documents.

Grant of Security Interest. (a) 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, the Company hereby grants to the Holder a security interest in all of the Obligations (as defined following property now owned or at any time hereafter acquired by the Company or in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto which the Collateral Agent, and does hereby grant to Company now has or at any time in the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the future may acquire any right, title and or interest of such Grantor in(collectively, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the following:"COLLATERAL"): (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HDeposit Accounts; (ivd) all Documents; (e) all Equipment; (f) all General Intangibles; (g) all Instruments; (h) all Intellectual Property; (i) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiij) all Investment Property; (ixk) all DocumentsVehicles; (xl) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited thereinother property not otherwise described above; (xim) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations books and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxn) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing (and all collateral security and guarantees given by any person with respect to any of the property subject foregoing. Notwithstanding anything to the contrary above or contained herein, this Agreement shall not constitute an assignment or pledge of, or grant of security interest in this Section 2.1 being herein collectively referred or lien on, any Collateral to as the “Security Agreement extent that such assignment, pledge or grant of security interest or lien with respect to such Collateral is prohibited by, constitutes a breach of, or results in the termination of the terms of any contract, agreement, instrument or indenture relating to such Collateral”). (b) It is expressly agreed and acknowledged ; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by the Company of a security interests of the Collateral Agent under interest pursuant to this Agreement extend in any Receivable or any money or other amounts due or to all Security Agreement Collateral which become due or other right of payment under any Grantor may acquire at any time during the continuation of this Agreementsuch contract, agreement, instrument or indenture.

Grant of Security Interest. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, 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 other than Excluded Property (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor’s Obligations: (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims, including but not limited Documents (other than title documents with respect to equipment or assets set forth in clause (v) of the Commercial Tort Claims described on Schedule Hdefinition of Excluded Property below); (iv) all InventoryEquipment; (v) all EquipmentFixtures; (vi) all GoodsGeneral Intangibles; (vii) all Instruments; (viii) all Investment PropertyIntellectual Property and Intellectual Property Licenses; (ix) all DocumentsInventory; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited thereinInvestment Property; (xi) all Contractsother personal property not otherwise described above (except for any property specifically excluded from any clause in this section above, together with and any Contract Rights arising thereunderproperty specifically excluded from any defined term used in any clause of this section above); (xii) all Letters of Credit;books and records pertaining to the Collateral; and (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by lawotherwise included, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the saleProceeds, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Article III, the term Collateral and the terms set forth in this Section defining the components of Collateral shall not include, and this Agreement shall not constitute a grant of a security interest in, any of the following (the “Excluded Property”): (i) any fee owned real property of any Grantor with a value of less than $10,000,000 and any leasehold interests in real property, (ii) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to any Requirement of Law, is prohibited by the organizational documents of a Subsidiary if such Subsidiary is not a wholly owned Subsidiary, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to a right on the part of the parties thereto other than Holdings, the Borrower and the Subsidiaries to terminate (or materially modify) 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 Equity or Pledged Debt, 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 right of termination or modification or requiring such consent is ineffective under applicable law, (iii) any Deposit Accounts and other assets specifically requiring perfection through control agreements, (iv) any property owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money, project financing or capital or finance lease obligation permitted to be incurred pursuant to the grant Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money, project financing or capital or finance lease obligation) prohibits the creation of any other Lien on such property, (v) any trucks, trailers, tractors, service vehicles, automobiles, rolling stock or other registered mobile equipment or assets covered by certificates of title or ownership of any Grantor, (vi) any Letter of Credit Rights, (vii) any Commercial Tort Claims, (viii) any “intent to use” Trademark applications unless and until a statement of use has been filed and accepted with the United States Patent and Trademark Office or any Intellectual Property if the granting, attachment or enforcement of a Lien or security interest in this Section 2.1 being herein collectively referred such Intellectual Property would result in the cancellation or voiding of such Intellectual Property, or (ix) those assets as to as which the “Security Agreement Collateral”). (b) It is expressly agreed Administrative Agent and acknowledged the Borrower agree that the cost of obtaining a security interests interest therein or perfection thereof are excessive in relation to the value to the Lenders of the Collateral Agent under this Agreement extend security to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreementbe afforded thereby.

Grant of Security Interest. (a) As security for the In order to secure prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the following: (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H; (iv) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products repayment of any and all of the foregoing (all Obligations in accordance with the terms and conditions of the property subject Loan Documents and in order to secure prompt performance by the Credit Parties of each of their covenants and duties under the Loan Documents, each Credit Party hereby grants to the grant of Lender a continuing security interest in this Section 2.1 being herein collectively referred all of its right, title, and interest in and to as each the following property, whether currently existing, hereafter acquired or arising and wheresoever located (collectively, the “Security Agreement Collateral”).): (a) all of its Accounts, (b) It is expressly agreed all of its Books, (c) all of its commercial tort claims described on Schedule 4.1, (d) all of its Deposit Accounts, (e) all of its Equipment, (f) all of its General Intangibles, (g) all of its Inventory, (h) all of its Investment Property (including all of its securities and acknowledged Securities Accounts), (i) all of its Negotiable Collateral, (j) all of its Supporting Obligations, (k) money or other assets of each such Credit Party that now or hereafter come into the security interests possession, custody, or control of the Lender, and (l) the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance covering any or all of the foregoing, and any and all Accounts, Books, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Property, Negotiable Collateral, Real Property, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, exchange, collection, or other disposition of any of the foregoing, or any portion thereof or interest therein, and the proceeds thereof. The Lender’s Liens in and to the Collateral Agent under shall attach to all Collateral without further act on the part of the Lender or any Credit Party. Anything contained in this Agreement extend or any other Loan Document to all Security Agreement Collateral which the contrary notwithstanding, except for Permitted Dispositions, Borrower and its Subsidiaries have no authority, express or implied, to dispose of any Grantor may acquire at any time during item or portion of the continuation of this AgreementCollateral.

Grant of Security Interest. Each Grantor hereby grants, pledges and collaterally assigns to the Collateral Agent, for the ratable benefit of the Collateral Agent and the other Holders, a security interest in, all of such Grantor’s right, title and interest in 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, and wherever located or deemed located (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingObligations: (ia) all Accounts; (iib) all cash and currency; (c) all Chattel Paper; (iiid) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described identified on Schedule H4.8; (ive) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) all Fixtures; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiim) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiiin) all Letter of Credit Rights; (xivo) all General IntangiblesPartnership/LLC Interests; (xvp) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the MarksVehicles; (xviq) all Patents and Copyrights, and all reissues, renewals or extensions thereofother Goods not otherwise described above; (xviir) all Software books and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxs) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing (foregoing, all Accessions to any and all of the foregoing and all collateral security and Supporting Obligations (as now or hereafter defined in the UCC) given by any Person with respect to any of the foregoing; provided, that (i) any Security Interest on any Capital Stock or other ownership interests issued by any Subsidiary of the Company or any other Grantor organized under laws other than the laws of any political subdivision of the United States (such Subsidiary or Grantor, a “Foreign Subsidiary”), shall be limited to sixty-five percent (65%) of all issued and outstanding shares of all classes of voting Capital Stock of such Foreign Subsidiary and one hundred percent (100%) of all issued and outstanding shares of all classes of non-voting Capital Stock of such Foreign Subsidiary, (ii) the Security Interests granted herein shall not extend to, and the term “Collateral” shall not include (A) any obligation or property subject of any kind due from, owed by or belonging to any Sanctioned Person or (B) any rights under any lease, license, instrument, contract or agreement of any Grantor to the extent that the granting of a security interest therein would, under the express terms of such lease, license, instrument, contract or agreement (I) be prohibited or restricted or (II) constitute a default under or result in a termination of any such lease, instrument, contract or agreement governing such right, unless (x) such prohibition or restriction is not enforceable or is otherwise ineffective under any Requirements of Law (including, without limitation, 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 or principles of equity) or (y) consent to such security interest has been obtained from any applicable third party. Notwithstanding any of the foregoing, such proviso shall not affect, limit, restrict or impair the grant by any Grantor of a Security Interest in any Account or any money or other amounts due and payable to such Grantor or to become due and payable to such Grantor under, or Proceeds of, such lease, license instrument, contract or agreement unless such security interest in this Section 2.1 being such Account, money or other amount due and payable, or Proceeds thereof, is also specifically prohibited or restricted by the terms of such lease, license, instrument, contract or other agreement or such security interest in such Account, money or other amount due and payable or Proceeds thereof would expressly constitute a default under or would expressly grant a party a termination right under any such lease, instrument, contract or agreement governing such right unless, in each case, (x) such prohibition is not enforceable or is otherwise ineffective under any Requirements of Law or (y) consent to such security interest has been obtained from any applicable third party; provided further, that notwithstanding anything to the contrary contained in the foregoing proviso, the Security Interests granted herein collectively referred shall immediately and automatically attach to and the term “Collateral” shall immediately and automatically include the rights under any such lease, license, instrument, contract or agreement and in such Account, money, or other amounts due and payable to any Grantor, or any Proceeds thereof, at such time as the “Security Agreement Collateral”)such prohibition, restriction, event of default or termination right terminates or is waived or consented to by such applicable third party or is no longer enforceable or effective under applicable Requirements of Law. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for the prompt and complete payment and performance when due of all or performance, as the case may be, in full of the Obligations (as defined in Section 2.2 below)Obligations, each Grantor does hereby collaterally assign bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfer unto transfers to the Collateral Agent, its successors and does hereby grant to the Collateral Agent assigns, for the ratable benefit of the Secured CreditorsParties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest of first priority (the “Security Interest”) in (subject only to Permitted Liens) all of the such Grantor’s right, title and interest in and to all of the following property now owned or at any time hereafter acquired by such Grantor inGrantor, subject to and under any personal property that such Grantor may now own or hereafter acquirePermitted Liens (as defined below) (collectively, includingwith respect to each Grantor, but not limited to the following:“Collateral”): (ia) all Accounts; (iib) all Chattel Papercash and Deposit Accounts; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HDocuments; (ivd) all Equipment; (e) all General Intangibles; (f) all Instruments; (g) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiih) all Investment Property; (ixi) all DocumentsLetter-of-Credit rights; (xj) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited thereincommercial tort claims; (xik) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations books and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxl) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing (and all collateral security and guarantees given by any person with respect to any of the property subject foregoing. Notwithstanding anything contained in this Agreement or any Loan Document to the grant contrary, “Collateral” shall not include (i) any voting Capital Stock of any CFC (including that of Swissco) in excess of 65% of the outstanding voting Capital Stock of such CFC, or (ii) any property of the type specified in Sections 2(b), (d) (to the extent such Equipment constitutes Fixtures), (e), (f) and (g) if the granting of a Lien by such Grantor hereunder would violate the terms of, or otherwise constitute a default under, any document or instrument to which any Loan Party is a party (other than those documents or instruments between or among the Loan Parties and/or their Affiliates only) relating to the ownership of, or pertaining to any rights or interests held in, such property; provided that the terms to be violated or default that would result in the event of the granting of the Lien hereunder are typical or customary in connection with the document or instrument to which they relate. Such security interest interests are granted as security only and shall not subject any Secured Party to, or in this Section 2.1 any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor or words of similar effect as being herein collectively referred of an equal or lesser scope or with greater detail and (ii) 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 (a) whether such Grantor is an organization, the type of organization and any organizational identification number issued to as the “Security Agreement Collateral”). such Grantor and (b) It is expressly agreed and acknowledged that in the security interests case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreementpromptly upon request.

Grant of Security Interest. (a) As security Each Grantor hereby pledges, assigns and grants to the Agent, on behalf of and for the benefit of the Secured Parties, and to secure the prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured CreditorsObligations, a continuing security interest of first priority in (subject only to Permitted Liens) all of the its right, title and interest of such Grantor in, to and under any all of the following personal property that and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of, such Grantor may now own (including under any trade name or hereafter acquirederivations thereof), including, but not limited and regardless of where located (all of which are collectively referred to as the following:“Collateral”): (i) all Accounts; (ii) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HIntellectual Property; (iv) all InventoryDocuments; (v) all Equipment; (vi) all GoodsFixtures; (vii) all General Intangibles; (viii) all Goods; (ix) all Instruments; (viiix) all Inventory; (xi) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of CreditLetter-of-Credit Rights and Supporting Obligations; (xiii) all Letter of Credit RightsDeposit Accounts; (xiv) all General IntangiblesCommercial Tort Claims as specified from time to time in Exhibit E; (xv) all Marks, together cash or other property deposited with the registrations and right to all renewals thereof, and the goodwill Agent or any Lender or any Affiliate of the business Agent or any Lender or which the Agent, for its benefit and for the benefit of the other Secured Parties, or any Lender or such Grantor symbolized by Affiliate is entitled to retain or otherwise possess as collateral pursuant to the Marksprovisions of this Security Agreement or any of the Loan Documents, including amounts on deposit in the Cash Collateral Account; (xvi) all Patents books, records, files, correspondence, computer programs, tapes, disks and Copyrights, and all reissues, renewals related data processing software which contain information identifying or extensions pertaining to any of the foregoing or any Account Debtor or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof;; and (xvii) any and all Software accessions to, substitutions for and computer programs replacements, products and cash and non-cash proceeds (including Stock Rights) of the foregoing (including any claims to any items referred to in this definition and any intellectual property rights therein and all other proprietary information claims against third parties for loss of, damage to or destruction of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) any or all of such Grantor’s rights inthe Collateral or for proceeds payable under or unearned premiums with respect to policies of insurance) in whatever form, including cash, negotiable instruments and other instruments for the payment of money, Chattel Paper, security agreements and other documents. Notwithstanding the foregoing or anything herein to the contrary, in no event shall the “Collateral” include or under, or relating to, the security interest attach to (i) any Excluded Asset; and (ii) any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License Licenses to the extent, but only to the extent, that such Grantor is prohibited any law, regulation, permit, order, policy, decision or decree of any Governmental Authority in effect at that the time from granting applicable thereto prohibits the creation of a security interest therein pursuant therein, provided, however, that (x) the right to the Communications Act receive any payment of 1934money in respect of such FCC License (including, as amendedwithout limitation, general intangibles for money due or to become due), (y) any proceeds, rents, profits, income or benefits of any FCC License, and the rules, regulations and policies promulgated thereunder, but includes, (z) to the maximum extent not prohibited provided by law, all rights incident or appurtenant to any such the FCC License and the rights to receive all proceeds derived from or in connection with the saleLicenses, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)shall not be excluded, but shall constitute Collateral hereunder. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for Each Grantor hereby pledges and grants to the prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral AgentSecured Party, and does hereby grant to the Collateral Agent for the benefit creates a continuing first priority lien and security interest in favor of the Secured Creditors, a continuing security interest of first priority Party in (subject only and to Permitted Liens) all of the its right, title and interest of such Grantor in, to in and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the following:, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the “Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H; (iv) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviiia) all of such Grantor’s property of every kind and nature including but not limited to all accounts, 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 in(whether or not the letter of credit is evidenced by a writing), equity interest in its subsidiaries, securities and all other investment property, general intangibles (including all payment intangibles), goodwill, customer list, research and develop data and technologies, trade secrets, Intellectual Properties including but not limited to trademarks, tradenames, copyrights and patents, money, deposit accounts, and any other contract rights or underrights to the payment of money and, or relating in the case of JJLP, specifically including, but not limited in any way to, any FCC Licensethe Pledged Units; providedand (b) all Proceeds and products of each of the foregoing, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License all books and records relating to the extentforegoing, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amendedall supporting obligations related thereto, and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the rulesforegoing, regulations and policies promulgated thereunderany and all Proceeds of any insurance, but includesindemnity, to the maximum extent not prohibited by law, all rights incident warranty or appurtenant guaranty payable to any such FCC License and the rights Grantor from time to receive all proceeds derived from or in connection time with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard respect to any of the foregoing; and (xx) all Proceeds and products of any and all of Notwithstanding the foregoing (all or anything contained in this Agreement or the Guaranty to the contrary, the term “Collateral” shall not include, and a security interest is not granted in, any right or interest in any permit, license, lease, or contract if under the terms of the property subject to such permit, license, or lease, or applicable laws with respect thereto, the grant of a security interest or lien therein is prohibited and such prohibition has not been waived or the requisite consent in this Section 2.1 being herein collectively referred respect of such permit, license, lease has not been obtained (or is not able to be obtained) or the grant of a security interest or lien therein would, under the terms of such permit, license, lease , result in the voiding or termination of or give rise to a right of termination of such permit, license, lease; provided that, such permit, license, or lease shall be included in the term “Collateral” and a security interest shall be granted therein, at such time as the grant of a security interest therein is no longer prohibited, or the requisite consent in respect thereof has been obtained. Each of the Grantors represents and warrants to the Secured Party that there is no lien, pledge, guaranty, mortgage, security interests, adverse claims or other encumbrances of any character whatsoever to such Grantor or any of its assets, except for those listed on Schedule 2 attached hereto (collectively, the “Security Agreement CollateralPermitted Liens”). (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. Each Grantor hereby grants to Agent, for the ratable benefit of the Secured Parties, 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 (a) As collectively, the "Collateral"), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor's Obligations: (ia) all Accounts; (iib) all Cash Collateral; (c) all Chattel Paper; (iiid) the Cash Account; (e) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H; (ivf) all Documents; (g) all Equipment; (h) all Fixtures; (i) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiin) all Investment Property; (ixo) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivp) to the extent not otherwise described above, all General Intangiblesother personal property (except for any property specifically excluded from any clause in this section above, and any property specifically excluded from any defined term used in any clause of this section above); (xvq) all Marks, together with the registrations books and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxr) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 2, this Agreement shall not constitute a grant of a security interest in, and the term Collateral shall not include, (i) any property now owned or hereafter acquired by any Grantor to the extent that such grant of a security interest 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 to which such property or such Grantor is subject or evidencing or giving rise to such property or, in the case of any Investment Property, 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 (other than (1) any such contract, license, agreement instrument or document evidencing Indebtedness, guarantee obligations or similar financing arrangements of any Grantor or (2) any shareholder, joint-venture or similar agreement, in each case to the extent permitted under the Credit Agreement) providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law, (ii) any intent-to-use trademark application to the extent and for so long as creation by a Grantor of a security interest therein would result in the loss by such Grantor of any material rights therein and (iii) any property now owned or hereafter acquired of any Grantor subject to the grant of a Lien or security interest in this Section 2.1 being herein collectively referred favor of any third party on the date hereof permitted under the Credit Agreement and any replacement Lien or security interest with respect to as such property permitted under the “Security Agreement Collateral”). (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Credit Agreement.

Grant of Security Interest. Each Grantor hereby assigns and transfers to the Administrative Agent and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the 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 (a) As collectively, the "Collateral"), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor's Obligations: (ia) all AccountsBank Accounts and all monies, securities, Instruments and other investments deposited or required to be deposited in each Bank Account; (iib) all Chattel Paper; (iiic) all Contracts; (d) all Commercial Tort Claims, including but not limited to the Commercial Cuyahoga Tort Claims described on Schedule HClaim; (ive) all Documents (other than title documents with respect to Vehicles); (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) all Instruments; (j) all Intellectual Property; (k) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiil) all Investment Property; (ixm) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivn) all General IntangiblesReceivables (including all Accounts); (xvo) all Marks, together Vehicles and title documents with the registrations and right respect to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the MarksVehicles; (xvip) all Patents other property not otherwise described above (except for any property specifically excluded from any clause in this section above and Copyrights, and all reissues, renewals or extensions thereofany property specifically excluded from any defined term used in any clause of this section above); (xviiq) all Software books and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxr) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that (i) notwithstanding any of the other provisions set forth in this Article 3, this Agreement shall not constitute a grant of a security interest in (A) any property to the extent that such grant of a security interest 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, constitutes a breach or default under, 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; 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 provisions as if such provision had never been in effect or (B) in any Equipment that is subject to a Capitalized Lease or purchase money financing (in each case as permitted by the Credit Agreement) so long as, and only so long as, such Capitalized Lease or purchase money financing by its terms would not allow the security interest created hereunder; (ii) the pledge and assignment by the U.S. Borrower of and the grant by the U.S. Borrower of a security interest in the Pledged Stock issued by the Canadian Borrower shall be limited as follows: (A) the pledge and assignment of and the grant of a security interest in this Section 2.1 being herein collectively referred 66%, and only 66%, of such Pledged Stock secure the payment of the Obligations of the U.S. Borrower now or hereafter existing under the Loan Documents other than the Obligations of the U.S. Borrower under the Guaranty and (B) the pledge and assignment of and the grant of a security interest in 100% of such Pledged Stock secure the payment by the U.S. Borrower pursuant to as the “Security Agreement Collateral”).Guaranty of the Guaranteed Obligations now or hereafter existing under the Loan Documents; and (biii) It the pledge and assignment by each Grantor of and the grant by each Grantor of a security interest in Pledged Stock that is expressly agreed Foreign Subsidiary Voting Stock (other than Pledged Stock issued by the Canadian Borrower as provided in the preceding paragraph (iii)) shall be limited to 66%, and acknowledged that the security interests only 66%, of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreementsuch Pledged Stock.

Grant of Security Interest. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative 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 wherever located and whether now or hereafter existing (a) As collectively, the "Collateral"), as collateral security for the prompt and complete payment ---------- and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor's Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HDocuments; (ivd) all Equipment; (e) all General Intangibles; (f) all Instruments; (g) all Intellectual Property; (h) all Inventory; (vi) all EquipmentReceivables (j) all Pledged Securities; (vik) all GoodsVehicles; (vii) all Instruments; (viiil) all Investment Property; (ixm) all Documentsdeposit accounts and other bank accounts; (xn) all Deposit Accounts (including, without limitation the Cash any Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights funds held therein and all other proprietary information of such Grantorcertificates and instruments, includingif any, but not limited to, Trade Secret Rights;from time to time representing or evidencing the Collateral Account (xviiio) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, books and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant records pertaining to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xxp) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing foregoing, including all payments under insurance (whether or not the Administrative Agent is the loss payee thereof) and all collateral security and guarantees given by any Person with respect to any of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)foregoing. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for the prompt Each Assignor hereby unconditionally grants and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below)pledges to Collateral Trustee, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, to secure the Secured Obligations, a continuing security interest of first priority (hereinafter referred to as the “Security Interest”) in (subject only to Permitted Liens) all of the right, title and interest of such Grantor Assignor in, to and under any all of the following personal property that (and all rights therein) of such Grantor may Assignor, or in which or to which such Assignor has any rights, in each case, whether now own owned or hereafter acquire, including, but not limited to acquired by such Assignor and wherever located (the following:“Collateral”): (ia) all of such Assignor’s Accounts; (iib) all of such Assignor’s Chattel Paper; (iiic) all of such Assignor’s Commercial Tort Claims, including but not limited those from time to the Commercial Tort Claims described time set forth on Schedule H5 hereto; (ivd) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all of such Assignor’s Contracts, together with any all Contract Rights arising thereunder; (xiie) all Letters of Creditsuch Assignor’s Documents; (xiiif) all Letter of Credit Rightssuch Assignor’s Equipment; (xivg) all of such Assignor’s Books; (h) all of such Assignor’s Negotiable Collateral; (i) all of such Assignor’s General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviiij) all of such GrantorAssignor’s rights inGoods; (k) all of such Assignor’s Instruments; (l) all of such Assignor’s Inventory; (m) all of such Assignor’s Software; (n) all of such Assignor’s Investment Property; (o) all of such Assignor’s Permits; (p) all of such Assignor’s Deposit Accounts (or demand, to deposit, time, savings or undersimilar accounts); (q) all of such Assignor’s Supporting Obligations and letter of credit rights; (r) all of such Assignor’s money, Cash Equivalents, or relating toother assets of such Assignor that now or hereafter come into the possession, custody, or control of any FCC LicenseAgent (or its agent or designee) or any Secured Creditor; provided, however, that and (s) all of the Security Agreement Collateral proceeds (as such term is defined belowin the Code) does not include at and products, whether tangible or intangible, of any time of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any FCC License to or all of the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amendedforegoing, and the rulesany and all Accounts, regulations and policies promulgated thereunderBooks, but includesChattel Paper, to the maximum extent not prohibited by lawDeposit Accounts, all rights incident Equipment, Fixtures, General Intangibles, Inventory, Investment Property, Negotiable Collateral, Supporting Obligations, money, or appurtenant to any such FCC License and the rights to receive all proceeds derived other tangible or intangible property resulting from or in connection with the sale, assignment lease, license, exchange, collection, or transfer other disposition of any FCC License; (xix) all insurance policies and supporting obligations of the foregoing, the proceeds of any award in condemnation with regard respect to any of the foregoing; and (xx) , any rebates or refunds, whether for taxes or otherwise, and all Proceeds and products proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (all the “Proceeds”). Without limiting the generality of the property subject foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to the grant of security interest in this Section 2.1 being herein collectively referred any Assignor or any Agent from time to as the “Security Agreement Collateral”). (b) It is expressly agreed and acknowledged that the security interests time with respect to any of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this AgreementInvestment Property.

Grant of Security Interest. Each Loan Party hereby grants to the Agent, on behalf of the Lenders holding Secured Term Loans, a security interest in, all of the following property now owned or at any time hereafter acquired by such Loan Party or in which such Loan Party now has or at any time in the future may acquire any right, title or interest (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingLoan Party’s Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HContracts; (ivd) all Inventorythe Deposit Accounts; (ve) all Documents; (f) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xivg) all General Intangibles; (xvh) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the MarksInstruments; (xvii) all Patents and Copyrights, and all reissues, renewals or extensions thereofIntellectual Property; (xviij) all Software and computer programs and Inventory; (k) all Investment Property (other than the capital stock of any intellectual property rights therein and Subsidiary that is not a Loan Party); (l) all other proprietary information of such Grantor, including, but not limited to, Trade Secret Letter-of-Credit Rights; (xviiim) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does Goods not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC Licenseotherwise described above; (xixn) all insurance policies books and supporting obligations with regard records pertaining to any of the foregoing; and (xxo) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject to foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 2, this Agreement shall not constitute a grant of a security interest in this Section 2.1 being herein collectively referred any property to as the “Security Agreement Collateral”)extent that such grant of a security interest 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. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. 2.1. Each Grantor hereby pledges and collaterally assigns to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, a security interest in all of the personal property listed below, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, wherever located (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment in full and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the its Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingObligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HContracts; (ivd) all Deposit Accounts; (e) all Documents; (f) all Equipment; (g) all General Intangibles; (h) all Instruments; (i) all Intellectual Property; (j) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiik) all Investment Property; (ixl) all DocumentsIP Licenses; (xm) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivn) all General IntangiblesGoods and other property not otherwise described above (except for any property specifically excluded from any clause in this section above, and any property specifically excluded from any defined term used in any clause of this section above); (xvo) all Marksincome, together royalties, proceeds and Liabilities at any time due or payable or asserted under or with the registrations and right respect to any Intellectual Property, including all renewals thereofrights to xxx or recover at law or in equity for any past, and the goodwill present or future infringement, misappropriation, dilution or violation of the business of such Grantor symbolized by the Marksany Intellectual Property; (xvip) all Patents books and Copyrights, and all reissues, renewals or extensions thereofrecords pertaining to the Collateral; (xviiq) all Software and computer programs and Commercial Tort Claims listed on Schedule 6, as such schedule may be amended from time to time, or described in any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rightsnotice sent pursuant to Section 4.9; (xviiir) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by lawotherwise included, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the saleProceeds, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the foregoing; (s) to the extent not covered by clauses (a) through (p) of this sentence, all other assets, personal property and rights of such Grantor, whether tangible or intangible; and (t) subject to Section 2.3, any Grantor’s rights under any agreement, including without limitation, such Grantor’s rights to claim a reversionary interest in any Intellectual Property pursuant to an underlying agreement. 2.2. Notwithstanding the foregoing, “Collateral” shall not include, and the representations and covenants herein shall not apply to, the following (such items, the “Excluded Collateral”): (a) more than 65% of the Voting Stock of each Foreign Subsidiary or Domestic Holding Company directly held by any Grantor if to do so would cause adverse tax consequences for any Grantor; provided, that immediately upon any amendment of the Code that would allow the pledge of a greater percentage of such Voting Stock without adverse tax consequences, “Collateral” shall include such greater percentage of Voting Stock of such Foreign Subsidiary from that time forward; (b) any application for a trademark that would otherwise be deemed invalidated, cancelled or abandoned due to the grant of a Lien thereon unless and until such time as the grant of such Lien will not affect the validity of such trademark; (c) 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 Administrative Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such lease, license, contract, or agreement 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 (i) 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, (ii) so as to limit, impair or otherwise affect the Administrative 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) to the extent such Proceeds are not themselves Excluded Collateral, or (iii) to apply at such time as the condition causing such prohibition shall be remedied and, to the extent severable, “Collateral” shall include any portion of such lease, license, contract, agreement or assets subject thereto that does not result in such prohibition; (d) Capital Stock in any joint venture or Subsidiary that is not a wholly owned Subsidiary to the extent that granting a pledge of or a security interest in this Section 2.1 being herein collectively referred such Capital Stock under the Security Documents would not be permitted by the terms of such joint venture or such Subsidiary’s Organizational Documents; (e) any United States intent-to-use trademark applications or intent-to-use service xxxx applications to the extent and for so long as the “Security Agreement Collateral”).grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of, a Credit Party’s right, title or interest therein or any trademark or service xxxx issued as a result of such application under applicable Federal law; (bf) It is expressly agreed assets in circumstances where the Administrative Agent and acknowledged the Borrower reasonably agree that the cost of obtaining or perfecting a security interests interest under the Credit Documents in such assets is excessive in relation to the benefit to the Secured Parties afforded thereby; (g) any motor vehicles and any other assets subject to a certificate of title (other than proceeds thereof), to the extent a security interest in such motor vehicles or other assets cannot be perfected solely by filing a UCC financing statement; (h) (i) any fee-owned Real Property that is not Material Real Property and (ii) any other Real Property in which the Grantors do not have a fee simple interest (and for the avoidance of doubt, the Credit Parties shall not be required to obtain landlord waivers, estoppels or collateral access letters for any Real Property); (i) margin stock and any Capital Stock of any Excluded Subsidiary; (j) any lease, license or agreement or any property subject to a purchase money security interest, capital lease obligation or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money, capital lease or similar arrangement or create a right of termination in favor of any other party thereto (other than a Grantor) after giving effect to the applicable anti-assignment provisions of the Collateral Agent under this Agreement extend UCC and other applicable law; (k) all Excluded Accounts; and (l) any property owed to all Security Agreement Collateral which or owned by any providers of an accountable care organization. For the avoidance of doubt, no Grantor may acquire at shall be required to enter into any time during pledge, security agreement, deed, charge agreement or similar agreement granting a security interest in any asset or property located outside of the continuation of this AgreementUnited States or take any other action to create or perfect any security interest in such assets or property and no foreign intellectual property filings or searches shall be required.

Grant of Security Interest. The Borrower hereby assigns, transfers, re-assigns and re-transfers to the Collateral Agent, and hereby grants and re-grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, all of the following property now owned or at any time hereafter acquired by the Borrower or in which the Borrower now has or at any time in the future may acquire any right, title or interest (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingObligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HDeposit Accounts; (ivd) all Documents; (e) all Equipment; (f) all Fixtures; (g) all General Intangibles; (h) all Instruments; (i) all Intellectual Property; (j) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiik) all Investment Property; (ixl) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivm) all General Intangiblesother property not otherwise described above (except for any property specifically excluded from any clause in this section above, and any property specifically excluded from any defined term used in any clause of this section above); (xvn) all Marks, together with the registrations books and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxo) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject to foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 2, this Agreement shall not constitute a grant of a security interest in this Section 2.1 being herein collectively referred any property to as the “Security Agreement Collateral”). extent that such grant of a security interest 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 (bother than the Pledged Stock or Pledged Notes) It 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 expressly agreed ineffective under the UCC or any other applicable law and acknowledged that in the event of any termination or elimination of any such prohibition or the requirement for any consent contained in any Requirement of Law, contract, license, agreement, instrument or other document or shareholder or similar agreement, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interests of interest in such contract, license, agreement, instrument or other document or Investment Property shall be automatically and simultaneously granted hereunder and shall be included in the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreementhereunder.

Grant of Security Interest. Each Grantor hereby pledges, and collaterally assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security interest in, lien on and right of setoff against, 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 and whether now existing or hereafter coming into existence (a) As collectively, the “Collateral”), as security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor’s Obligations: (ia) all Accounts; (iib) all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper); (iiic) all Commercial Tort ClaimsClaims (including, including but not limited without limitation, with respect to the Commercial Tort Claims described matters set forth on Schedule H3); (ivd) all Deposit Accounts; (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles (including, without limitation, all rights in and under Swap Agreements); (i) all Instruments; (j) all Intellectual Property; (k) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiil) all Investment Property; (ixm) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivn) all General Intangiblesother Property not otherwise described above (except for the Excluded Property and any Property specifically excluded from any defined term used in any clause of this Section); (xvo) all Marks, together with the registrations books and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxp) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject foregoing; provided, however, notwithstanding anything to the contrary contained herein or in an other Secured Document, this Agreement shall not grant, effect or constitute or evidence a grant of a security interest interest, collateral assignment or transfer or any other type of Lien in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)Excluded Property. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for the prompt and complete payment and performance when due of all or performance, as the case may be, in full in cash of the Obligations (as defined in Section 2.2 below)Secured Obligations, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant grants to the Collateral Agent for the benefit of the Secured Creditors, Investor a continuing security interest of first priority (the “Security Interest”) in (subject only to Permitted Liens) and lien on all of the such Grantor’s right, title and interest of such Grantor in, to and under any all of such Xxxxxxx’s personal property that as follows (including, for the avoidance of doubt, the Revenue Interests), whether now existing or owned or hereafter acquired by such Grantor, or in which such Grantor now has or at any time in the future may now own or hereafter acquire, includingin each case (x) that relate to, but not limited to or are used or held for use for, the following: Development, Manufacture, use and/or Commercialization of the Included Products in the United States, or (y) that consist of or include cash, cash equivalents, instruments, or investment property that constitute gross receivables of the Included Products in the United States or the identifiable proceeds of gross receivables of the Included Products from sales in the United States (collectively, the “Collateral”): (i) all Accounts; ; (ii) all Chattel Paper; ; (iii) all Commercial Tort ClaimsDeposit Accounts, including but not limited to the Commercial Tort Claims described on Schedule H; Securities Accounts and Commodity Accounts; (iv) all Inventory; Documents (including all Material Contracts and Regulatory Approvals); (v) all Equipment; (vi) all Goods; (vii) all Instruments; General Intangibles; (viii) all Investment Property; Instruments; (ix) all Documents; Inventory; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; Investment Property; (xi) all Contracts, together with any Contract Rights arising thereunder; Letter-of-Credit Rights; (xii) all Letters of Credit; other Goods; (xiii) all Letter of Credit Rights; Intellectual Property Collateral; (xiv) all General Intangibles; money with respect to net sales in the United States; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; Pledged Collateral; (xvi) all Patents Books pertaining to the foregoing; (xvi) gross receivables of the Included Products and Copyrightsthe accounts, payment intangibles, instruments and all reissuesmoney now or hereafter due, renewals payable and/or evidencing the payment thereunder and with respect thereto or extensions thereof; resulting therefrom and (xvii) all Software products, proceeds and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products Supporting Obligations of any and all of the foregoing. ​ Notwithstanding the foregoing or anything herein to the contrary, (all x) in no event shall the “Collateral” include or the Security Interest attach to any Excluded Asset and (y) the representations and covenants set forth herein regarding the assets of the property subject Grantors shall apply solely to such assets of the grant of security interest in this Section 2.1 being herein collectively referred to as the Grantors that constitute “Security Agreement Collateral”). (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due in full of all of the Obligations (as defined in Section 2.2 below)Secured Obligations, the Debtor and IP Holdco hereby each Grantor does hereby collaterally assign pledge and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured CreditorsParty, a continuing security interest of first priority in (subject only to Permitted Liens) Lien on all of the their respective right, title and interest of such Grantor in, to to, and under any personal property that such Grantor may under, the following property, wherever located, and whether now own existing or hereafter acquirearising or acquired from time to time (collectively, includingand in each case excluding any Excluded Property, but not limited to the following:“Pledged Collateral”): (i) all Accountsassets specified on Exhibit A hereto (the “Specified Collateral”); (ii) all Chattel Paperof the following: (a) to the extent evidencing Specified Collateral, Documents; (b) to the extent evidencing Specified Collateral, Instruments, (c) to the extent related to the Specified Collateral, Inventory; (d) to the extent related to Specified Collateral, General Intangibles; (e) to the extent related to Specified Collateral, Commercial Tort Claims; and (f) to the extent related to Specified Collateral, Supporting Obligations and all other forms of obligations owing to the Debtor or IP Holdco or in which the Debtor or IP Holdco may have any interest, however created or arising and whether or not earned by performance; (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HLetters of Credit and Letter-of-Credit Rights supporting payment of any Specified Collateral; (iv) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by lawotherwise included above, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to Records evidencing any of the foregoing; and (xxv) (a)(1) all Proceeds Proceeds, products, rents and products profits of, (2) all accessions to, and (3) all substitutions and replacements for, each of the foregoing, and (b) any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to the Debtor or IP Holdco from time to time with respect to any of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)foregoing. (b) It is expressly agreed and acknowledged that Notwithstanding anything to the contrary contained in clauses (i) through (v) above, inclusive, the security interests of the Collateral Agent under interest created by this Agreement shall not extend to all Security Agreement Collateral which to, and the term “Pledged Collateral” shall not include, any Grantor may acquire at any time during the continuation of this AgreementExcluded Property.

Grant of Security Interest. (a) As security for the prompt and complete payment and or performance when due of all in full of the Obligations (as defined in Section 2.2 below)Obligations, each Grantor does hereby collaterally assign pledges to the Secured Party, its successors and transfer unto the Collateral Agentassigns, and does hereby grant grants to the Collateral Agent for the benefit of the Secured CreditorsParty, its successors and assigns, a continuing security interest of first priority in (subject only and to Permitted Liens) all of the right, title assets and interest of such Grantor in, to and under any personal property that such Grantor may of each Grantor, wherever located and whether now own or hereinafter existing and whether now owned or hereafter acquireacquired, includingof every kind and description, but not limited to the following: (i) tangible or intangible, including without limitation, all Goods, Inventory, Equipment, Fixtures, Instruments, Documents, Accounts; (ii) all , Contracts and Contract Rights, Chattel Paper; (iii) all , Money, Letters of Credit and Letter-of-Credit Rights, Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H; (iv) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein Securities and all other proprietary information of such GrantorInvestment Property, includingGeneral Intangibles, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by lawFarm Products, all rights incident or appurtenant to any such FCC License books and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies records and supporting obligations with regard information relating to any of the foregoing; and (xx) , all Supporting obligations, and any and all Proceeds and products of any and all of the foregoing (all foregoing, and as more particularly described on Exhibit A attached hereto, excluding any "intent-to-use" trademark application filed pursuant to Section 1(b) of the property Xxxxxx Xxx, 00 X.X.X. §0000, prior to the filing of a "Statement of Use" pursuant to Section 1(d) of the Xxxxxx Act or an "Amendment to Allege Use" pursuant to Section 1(c) of the Xxxxxx Act with respect thereto ("ITU Applications"), to the extent that, and during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such ITU Applications under applicable federal law (it being understood that after such period such ITU Applications shall be automatically subject to the grant of security interest granted herein and deemed to be included in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”) (collectively, the "Collateral"). (b) It is expressly agreed Simultaneously with the execution and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation delivery of this Agreement, each Grantor shall make, execute, acknowledge, file, record and deliver to the Secured Party such documents, instruments, and agreements, including, without limitation, financing statements, mortgages, certificates, affidavits and forms as may, in the Secured Party's reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the security interest of the Secured Party in the Collateral. (c) In the event that any Grantor obtains title to any Real Estate, each Grantor shall promptly execute and deliver an original mortgage, deed of trust, or other instrument in a form and substance acceptable to the Secured Party in all respects sufficient to provide the Secured party with a perfected first priority lien on such Real Estate.

Grant of Security Interest. (a) 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, each of the Credit Parties hereby grants to the Lender, a security interest in all of the Obligations (as defined following property now owned or at any time hereafter acquired by such Credit Party or in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto which such Credit Party now has or at any time in the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the future may acquire any right, title and or interest of such Grantor in(collectively, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the following:"Collateral"): (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HContracts; (ivd) all Copyrights; (e) all Copyright Licenses; (f) all Documents; (g) all Equipment; (h) all Fixtures; (i) all General Intangibles, including Contracts; (j) all Instruments; (k) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii1) all Investment Property; (ixm) all DocumentsPatents; (xn) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited thereinPatent Licenses; (xio) all Contracts, together with any Contract Rights arising thereunderTrademarks; (xiip) all Letters of CreditTrademark Licenses; (xiiiq) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marksbooks, together with the registrations and right to all renewals thereofrecords, ledger cards, files, correspondence, computer programs, tapes, disks, and the goodwill of the business of related data processing software (owned by such Grantor symbolized by the Marks; (xviCredit Party or in which it has an interest) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident evidence or appurtenant contain information relating to any such FCC License and Collateral or are otherwise necessary or helpful in the rights to receive all proceeds derived from collection thereof or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingrealization thereupon; and (xxr) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing (all of the property subject to the foregoing; provided that this Agreement shall not constitute an assignment of, or a grant of a security interest in this Section 2.1 being herein collectively referred or lien on, any fixtures, contract, lease or other agreement to as which any Credit Party is a party if such assignment or grant of a security interest or lien is prohibited by the “Security terms of such contract, lease or agreement. This Agreement Collateral”). (b) It is expressly agreed and acknowledged that the shall create a continuing security interests of interest in the Collateral Agent under this Agreement extend to which shall remain in effect until all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this AgreementSecured Obligations (other than unasserted indemnity claims), now existing or hereafter arising, have been paid in full, the commitments relating thereto have been terminated and the Amended Credit Documents shall no longer be in effect.

Grant of Security Interest. (a) As security for To secure the prompt and complete payment and performance when due or performance, as the case may be, in full of all of the Obligations (as defined in Section 2.2 below)its Secured Obligations, each Grantor does hereby collaterally assign and transfer unto grants to the Collateral Administrative Agent, and does hereby grant to the Collateral Agent for the benefit of the Administrative Agent and each other Secured CreditorsParty, a continuing security interest in and mortgage on, and pledges and collaterally assigns to the Administrative Agent, its successors and permitted assigns, for the benefit of first priority in the Administrative Agent and each other Secured Party, the following properties, assets and rights of such Grantor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (subject only to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to same being hereinafter called the following:“Collateral”): (i) all Accounts;personal property and fixtures of every kind and nature, including, without limitation, all goods, inventory, equipment and any accessions thereto, (ii) all Chattel Paper;instruments (including without limitation promissory notes), (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H;documents, (iv) all Inventory;accounts (including without limitation health-care-insurance receivables), (v) all Equipment;chattel paper (whether tangible or electronic), (vi) all Goods;deposit accounts, (vii) all Instruments;letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), (viii) all Investment Property;money, (ix) all Documents;commercial tort claims, (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein;all other investment property (including securities and commodities accounts), (xi) all Contractssupporting obligations, together with any Contract Rights arising thereunder;84027079_3 (xii) all Letters other contract rights or rights to the payment of Credit;money, insurance claims and proceeds, (xiii) all Letter of Credit Rights;general intangibles (including without limitation all Intellectual Property, insurance policies and payment intangibles), and (xiv) all General Intangibles; (xv) all Marks, together with the registrations books and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or records relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) , and to the extent not otherwise included, all Proceeds proceeds and products of of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)foregoing. (b) It is expressly agreed and acknowledged The Administrative Agent acknowledges that the attachment of its security interests interest in any commercial tort claim as original collateral is subject to each Grantor’s compliance with Section ‎6.07. (c) Notwithstanding anything to the contrary herein or in any other Loan Document, the maximum liability of each Grantor (in its capacity as a Guarantor) under this Security Agreement and under the other Loan Documents shall not exceed an amount equal to the largest amount that would not render such Grantor’s obligations hereunder and under such other Loan Documents subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any equivalent provision of any other Debtor Relief Law. For the avoidance of doubt, the Collateral Agent under this Agreement extend to all Security Agreement Collateral which shall not include any Grantor may acquire at any time during Excluded Property (as defined in the continuation of this Credit Agreement).

Grant of Security Interest. (a) As Each of the parties hereto expressly intends that the transfer of the Participation to Purchaser hereunder is a complete and absolute sale and transfer. In the event that a court shall determine that, notwithstanding the intent of the parties, such transfer does not constitute a sale, this Agreement shall be a security for agreement, and to secure the prompt and complete payment and performance when due of all Obligations of the Obligations (as defined Seller arising in Section 2.2 below)connection with this Agreement, each Grantor does whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, without limitation, all Indemnified Amounts, payments on account of Collections received or deemed to be received and fees, Seller hereby collaterally assign assigns and transfer unto the Collateral Agent, and does hereby grant grants to the Collateral Agent for the benefit of the Secured Creditors, Purchaser a continuing first priority security interest of first priority in (subject only to Permitted Liens) all of the Seller's right, title and interest of such Grantor in, to and under any personal property that such Grantor may all of the following property, whether now own or hereafter acquire, including, but not limited to existing (the following: "Collateral"): (ia) all Accounts; Contracts and other Contract Assets, all Collections with respect to, and other proceeds of, such Contracts and Contract Assets; (iib) all Chattel Paper; of Seller's rights, remedies, powers and privileges under, or in respect of, the Purchase and Sale Agreement; (iiic) all Commercial Tort ClaimsLock-box Accounts, including but not limited the Collection Account, the Reserve Account, all funds on deposit in each of the foregoing accounts and all certificates and instruments, if any, from time to the Commercial Tort Claims described time evidencing such accounts and funds on Schedule H; (iv) deposit therein, all Inventory; (v) investments made with such funds, all Equipment; (vi) claims thereunder or in connection therewith, and all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (includinginterest, without limitation the Cash Collateral Account) and any moniesdividends, moneys, instruments, securities and instruments deposited other property from time to time received, receivable or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from otherwise distributed in respect or in connection with the sale, assignment exchange for any or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and and (xxd) all Proceeds proceeds and products of amounts received or receivable by Seller under any and or all of the foregoing (all of the property subject foregoing. This Agreement shall constitute a security agreement under applicable law with regard to the grant of security interest in granted pursuant to this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)17.1. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. Each Grantor hereby assigns and transfers to the Administrative Agent for security, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, 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 (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor’s Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HContracts; (ivd) all Deposit Accounts; (e) all Documents (other than title documents with respect to Vehicles); (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) all Instruments; (j) all Intellectual Property; (k) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiil) all Investment Property; (ixm) all Documentsother personal property not otherwise described above (except for any property specifically excluded from any clause in this section above, and any property specifically excluded from any defined term used in any clause of this section above); (xn) all Deposit Accounts (including, without limitation the Cash Collateral Account) books and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxo) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject to foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in this any property to the extent that (x) such grant of a security interest 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 or (y) such property is subject to a Lien permitted by Section 2.1 being herein collectively referred 7.3(f), (g) or (m) of the Credit Agreement or by Section 7.3(n) of the Credit Agreement (to the extent such Lien is of the same type as permitted by Section 7.3(g) of the “Security Agreement Collateral”Credit Agreement). (b) It is expressly agreed , and acknowledged with respect to such property the Administrative Agent and the Lenders are not permitted to obtain a second priority Lien by the terms thereof; but provided further that the security interests granted hereunder shall extend to the Proceeds of any property described in this paragraph to the extent that such Proceeds are not subject to either clause (x) or clause (y), and if such Proceeds are subject to either clause (x) or clause (y), then this Agreement shall not constitute a grant of a security interest in any such Proceeds. Notwithstanding anything to the contrary contained in this definition, the term “Collateral” shall not include any intent-to-use trademark or service xxxx application included in General Intangibles if granting such security interest would result in an assignment of such applications to Lenders upon an Event of Default that would be deemed to invalidate, void, cancel or abandon such applications; provided, that the forgoing exclusion shall in no way be construed to include any intent-to-use trademark or service xxxx applications at such time as the same include an amendment to allege use or statement of use. For the avoidance of doubt, with respect to Intellectual Property Rights, the grant of a security interest herein is not an assignment of Intellectual Property Rights to the Administrative Agent. Notwithstanding anything to the contrary contained in this definition, the pledge of Foreign Subsidiary Voting Stock shall be limited to 65% of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreementoutstanding Foreign Subsidiary Voting Stock.

Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance in full when due of all of the Obligations Indebtedness (as defined in Section 2.2 belowwhether at stated maturity, by acceleration or otherwise), each Grantor does Debtor hereby pledges, collaterally assign assigns, transfers and transfer unto conveys to the Collateral AgentAgent as collateral, and does hereby grant grants to the Collateral Agent for the benefit of the Secured Creditors, a continuing Lien on and security interest of first priority in (subject only to Permitted Liens) in, all of the such Debtor’s right, title and interest of such Grantor in, to in and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the following:, whether now owned or hereafter arising or acquired and wherever located (collectively, the “Collateral”): (ia) all Accounts; (iib) all Chattel Paper; (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H; (iv) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xivc) all General Intangibles; (xvd) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the MarksEquipment; (xvie) all Patents and Copyrights, and all reissues, renewals or extensions thereofInventory; (xviif) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret RightsDocuments; (xviiig) all Instruments; (h) all Deposit Accounts and any other cash collateral, deposit or investment accounts, including all cash collateral, deposit or investment accounts established or maintained pursuant to the terms of this Agreement or the other Loan Documents; (i) all Computer Records and Software, whether relating to the foregoing Collateral or otherwise, but in the case of such Grantor’s Software, subject to the rights inof any non-affiliated licensee of software; (j) all Investment Property; and (k) the Proceeds, in cash or otherwise, of any of the property described in the foregoing clauses (a) through (j) and all Liens, security, rights, remedies and claims of such Debtor with respect thereto (provided that the grant of a security interest in Proceeds set forth is in this subsection (k) shall not be deemed to or undergive the applicable Debtor any right to dispose of any of the Collateral, or relating to, any FCC Licenseexcept as may otherwise be permitted pursuant to the terms of the Credit Agreement); provided, however, that the Security Agreement Collateral (as defined below) does “Collateral” shall not include at (i) rights under or with respect to any time any FCC License General Intangible, license, permit or authorization to the extentextent any such General Intangible, but only license, permit or authorization, by its terms or by law, prohibits the assignment of, or the granting of a Lien over the rights of a grantor thereunder or which would be invalid or unenforceable upon any such assignment or grant (the “Restricted Assets”), provided that (A) the Proceeds of any Restricted Asset shall continue to be deemed to be “Collateral” to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xixB) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to this provision shall not limit the grant of any Lien on or assignment of any Restricted Asset to the extent that the UCC or any other applicable law provides that such grant of Lien or assignment is effective irrespective of any prohibitions to such grant provided in any Restricted Asset (or the underlying documents related thereto), (ii) any property as to which the Agent has determined in its sole discretion that the collateral value is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest in this Section 2.1 being herein collectively referred therein, (iii) any property now owned or hereafter acquired by any Debtor that is subject to as the “Security Agreement Collateral”). (ba Lien permitted by Sections 8.2(b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral Credit Agreement, if the agreements governing the terms of such Lien prohibit the granting of a Lien over such property in favor of third parties, provided that upon termination of such Lien, such property shall immediately become Collateral, or (iv) any “intent-to-use” Trademark application for which any Grantor may acquire at any time during a verified statement of use with respect thereto has not been filed with the continuation of this AgreementUnited States Patent and Trademark Office.

Grant of Security Interest. (a) As security for the prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below)Postpetition Debt, each Grantor does hereby collaterally assign conveys, assigns, pledges and transfer unto the Collateral Agent, grants a continuing and does hereby grant unconditional security interest to the Collateral Agent for the benefit of itself and the Secured CreditorsCreditor, a continuing security interest of first priority its successors and assigns, in (subject only and to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the following: (ia) all Accountsequipment (including all “Equipment” as defined in Section 9-102(a)(33) of the Uniform Commercial Code as in effect from time to time in the State of New York (such code, together with any other successor or applicable adoption of the Uniform Commercial Code in any applicable jurisdiction, the “Code”)) machinery, vehicles, fixtures, improvements, supplies, office furniture, fixed assets, all as now owned or hereafter acquired by Grantor or in which Grantor has or hereafter acquires any interest, and any items substituted therefor as replacements and any additions or accessions thereto; (iib) all Chattel Paper; goods (iiiincluding all “Goods” as defined in Section 9-102(a)(44) of the Code) and all Commercial Tort Claimsinventory (including all “Inventory” as defined in Section 9-102(a)(48) of the Code) of Grantor, now owned or hereafter acquired by Grantor or in which Grantor has or hereafter acquires any interest, including but not limited to, raw materials, scrap Inventory, work in process, products, packaging materials, finished Goods, all documents of title, Chattel Paper and other instruments covering the same and all substitutions therefor and additions thereto (all of the property described in this clause (b) being hereinafter collectively referred to the Commercial Tort Claims described on Schedule Has “Inventory”); (ivc) all Inventory; present and future accounts in which Grantor has or hereafter acquires any interest (vincluding all “Accounts” as defined in Section 9-102(a)(2) of the Code), contract rights (including all Equipment; (vi) rights to receive payments and other rights under all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral AccountEquipment and other leasing contracts) and any moniesrights to payment and rights or accounts receivable evidencing or representing indebtedness due or to become due Grantor on account of Goods sold or leased or services rendered, securities claims, Instruments and instruments deposited or required to be deposited therein; other general intangibles (xi) all Contractsincluding tax refunds, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein royalties and all other proprietary information rights to the payment of such Grantormoney of every nature and description), including, including but not limited to, Trade Secret Rights; (xviii) all of any such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amendedright evidenced by Chattel Paper, and the rulesall liens, regulations securities, guaranties, remedies, security interests and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing privileges pertaining thereto (all of the property subject to the grant of security interest described in this Section 2.1 clause (c) being herein hereinafter collectively referred to as “Accounts”); (d) all investment property now owned or hereafter acquired by Grantor (including all “Investment Property” as defined in Section 9-102(a)(49) of the Code), including, without limitation, all securities (certificated and uncertificated), securities Accounts, securities entitlements, commodity contracts and commodity Accounts; (e) (i) all of the shares of capital stock, membership units or other ownership interests, whether certificated or uncertificated, now owned or hereafter acquired by Grantor, together with in each case the certificates representing the same and 66 2/3% of the shares of capital stock membership units or other ownership interests of whatever class of any non-U.S. issuers, now owned or hereafter acquired by Grantor, together with in each case the certificates representing the same (collectively, the “Security Agreement CollateralPledged Stock”). (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.;

Grant of Security Interest. Each Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor’s Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H6 and any supplement thereto received by the Collateral Agent; (ivd) all Deposit Accounts; (e) all Documents (other than title documents with respect to Vehicles); (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) all Goods not covered by the other clauses of this Section 3; (j) all Instruments; (k) all Intellectual Property; (l) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiim) all Investment Property; (ixn) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivo) all General IntangiblesPledged Notes and Pledged Shares; (xvp) all Marks, together with the registrations other tangible and right to all renewals thereofintangible property not otherwise described above (except for any property specifically excluded from any clause in this Section 3, and the goodwill any property specifically excluded from any defined term used in any clause of the business of such Grantor symbolized by the Marksthis section); (xviq) all Patents books and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxr) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject to foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in this Section 2.1 being herein collectively referred to as any Excluded Property or any Trademark application filed in the United States Patent and Trademark Office on the basis of such Grantor’s “Security Agreement Collateral”). (b) It is expressly agreed intent-to-use” such Trademark, unless and acknowledged that the security interests until acceptable evidence of use of the Collateral Agent under this Agreement extend Trademark has been filed with and accepted by the United States Patent and Trademark Office pursuant to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation Xxxxxx Act, to the extent that granting a security interest or other Lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of this Agreementsuch Trademark application.

Grant of Security Interest. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, 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 (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor’s Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HContracts; (ivd) all Deposit Accounts; (e) all Documents (other than title documents with respect to Vehicles); (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) all Instruments; (j) all Intellectual Property; (k) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiil) all Investment Property; (ixm) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivn) all General IntangiblesCommercial Tort Claims specified on Schedule G to the Disclosure Letter; (xvo) all Marks, together with the registrations and right to all renewals thereofother property not otherwise described above (except for any property specifically excluded from any clause in this section above, and the goodwill any property specifically excluded from any defined term used in any clause of the business of such Grantor symbolized by the Marksthis section above); (xvip) all Patents books and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxq) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject to foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in this Section 2.1 being herein collectively referred (i) any property to as the “Security Agreement Collateral”). extent that such grant of a security interest 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 (b) It is expressly agreed and acknowledged that the security interests other than any of the Collateral Agent foregoing issued by a Grantor), any applicable shareholder or similar agreement, except in each of the foregoing cases, 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 this Agreement extend applicable law or (ii) “intent-to-use” trademark applications filed in the United States Patent and Trademark Office unless and until acceptable evidence of first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, exists, solely to all Security Agreement Collateral which any Grantor may acquire at any the extent that granting a security interest in such applications prior to such time during would adversely affect the continuation enforceability or validity of this Agreementsuch applications.

Grant of Security Interest. (a) As security for In order to secure the prompt full and complete punctual payment and performance when due of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingof: (i) all Accountsprincipal of all Loans outstanding from time to time under the Credit Agreement; (ii) all Chattel Paper;interest (including after the commencement of any proceeding under any applicable Debtor Relief Law) and all fees on such Loans; and (iii) all Commercial Tort Claims, including but not limited other amounts now or hereafter payable by the Pledgor pursuant to the Commercial Tort Claims described on Schedule HTransaction Documents (the obligations referred to in clauses (i), (ii) and (iii), collectively, the “Secured Obligations”); (ivA) the Pledgor’s securities account entitled “SOCIETE GEN PLDGEE OF GUGG GBAB FD” with account number 835561 maintained with The Bank of New York Mellon (the “Custodian”), (as the same may be redesignated, renumbered or otherwise modified, the “Custody Account”), all InventoryFinancial Assets held therein or credited thereto, all Security Entitlements in respect thereof, and all other assets, including all interests of the Pledgor in any entity, indicated on the Custodian’s books and records as being credited to or recorded in the Custody Account; (vB) all Equipmentassets held by the Custodian as bailee for the Collateral Agent or Lender; (viC) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts products and Proceeds of any of the foregoing (including, without limitation the Cash Collateral Account) limitation, all dividends, distributions and any monies, securities and instruments deposited payments received thereon or required to be deposited therein; (xi) all Contractsin exchange or substitution thereof), together with all books, records, writings, databases, information and other property evidencing, embodying or incorporating any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as such property, collectively, the “Security Agreement Collateral”). (b) It The security interest granted by the Pledgor pursuant to Section 2(a) is expressly agreed granted as security only and acknowledged that shall not subject the security interests Collateral Agent or any other Secured Party to, or transfer or in any way affect, any obligation or liability of the Pledgor with respect to any of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which or any Grantor may acquire at any time during the continuation of this Agreementtransaction in connection therewith.

Grant of Security Interest. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in, all of the 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 (a) As collectively, the "Collateral"), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor's Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HContracts; (ivd) all Deposit Accounts; (e) all Documents; (f) all Equipment; (g) all General Intangibles; (h) all Instruments; (i) all Intellectual Property; (j) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiik) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiiil) all Letter of Credit Rights; (xivm) all General IntangiblesVehicles; (xvn) all Marks, together with the registrations Commercial Tort Claims described on Schedule 8 and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized on any supplement thereto received by the MarksAdministrative Agent pursuant to Section 5.13; (xvio) all Patents Goods and Copyrightsother property, whether tangible or intangible and all reissueswherever located, renewals or extensions thereofnot otherwise described above; (xviip) all Software books and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxq) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject foregoing; provided, that the Collateral shall not include (i) the loan of the net proceeds of the Term Loans (less $65,000,000) from the Borrower to Holdings on the Closing Date evidenced by that certain Intercompany Note, dated July 31, 2002, made by Holdings in favor of the Borrower, (ii) the loan of the net proceeds of the Intercompany Note referred to in the foregoing clause (i) from Holdings to Parent on the Closing Date evidenced by that certain Intercompany Note, dated July 31, 2002, made by Parent in favor of Holdings, (iii) the loan of the remaining $65,000,000 of the net proceeds of the Term Loans from the Borrower to Holdings subsequent to the grant Closing Date evidenced by an Intercompany Note to be made by Holdings in favor of security interest the Borrower in this Section 2.1 being herein collectively an aggregate principal amount of $65,000,000 and (iv) the loan of the net proceeds of the Intercompany Note referred to as in the “Security Agreement Collateral”). foregoing clause (biii) It is expressly agreed and acknowledged from Holdings to Parent subsequent to the Closing Date evidenced by an Intercompany Note to be made by Parent in favor of Holdings in an aggregate principal amount of $65,000,000 (provided, that on or before the security interests issuance of the Collateral Agent under this Agreement extend Intercompany Notes referred to all Security Agreement Collateral which any Grantor may acquire at any time during in the continuation foregoing clauses (iii) and (iv), Parent shall have caused an irrevocable standby letter of this Agreement.credit in an amount equal to $65,000,000 to be issued in favor of the

Grant of Security Interest. (a) As security for To secure the prompt Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant sets over to the Collateral Agent Trustee, for the benefit of the Secured CreditorsParties, and hereby grants to the Trustee, for the benefit of the Secured Parties, a continuing security interest of first priority in (subject only to Permitted Liens) all of the Issuer’s right, title and interest of such Grantor in, to and under any personal all of the following property that such Grantor may now own or hereafter acquire, including, but not limited to the following:extent now owned or at any time hereafter acquired by the Issuer (collectively, the “Indenture Collateral”): (i) the Equity Interests of any Person owned by the Issuer and all Accountsrights as a member or shareholder of each such Person under the Charter Documents of each such Person; (ii) each Account and all Chattel Paperamounts or other property on deposit in or otherwise credited to such Accounts; (iii) all Commercial Tort Claimsthe books and records (whether in physical, including but not limited to electronic or other form) of the Commercial Tort Claims described on Schedule HIssuer; (iv) all Inventorythe rights, powers, remedies and authorities of the Issuer under each of the Transaction Documents (other than the Indenture and the Notes) to which they are a party; (v) any and all Equipment;other property of the Issuer now or hereafter acquired, including, without limitation, all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, instruments, inventory, securities, securities accounts and other investment property and letter-of-credit rights (in each case, as defined in the New York UCC); and (vi) all Goods; payments, proceeds, supporting obligations and accrued and future rights to payment with respect to the foregoing; provided, that (viiA) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or Issuer shall not be required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereofpledge, and the goodwill Collateral shall not include, more than 65% of the business of such Grantor symbolized by the Marks; Equity Interests (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein associated with such Equity Interests) of any foreign Subsidiary of the Issuer that is a corporation for United States federal income tax purposes and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to in no circumstance will any such FCC License foreign Subsidiary be required to pledge any assets, become a guarantor or otherwise guarantee the Notes; and (B) the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to (1) each Series Distribution Account and the funds or securities deposited therein or credited thereto will only secure the related Class of Notes as set forth herein, (2) the “Security Agreement Collateral”)Senior Notes Reserve Account and the funds or securities deposited therein or credited thereto shall only be for the benefit of the Senior Noteholders and the Trustee, in its capacity as trustee for the Senior Noteholders and (3) the Senior Subordinated Notes Reserve Account and the funds or securities deposited therein or credited thereto shall only be for the benefit of the Senior Subordinated Noteholders and the Trustee, in its capacity as trustee for the Senior Subordinated Noteholders. (b) It The foregoing grant is expressly agreed made in trust to secure the Obligations and acknowledged that to secure compliance with the security interests provisions of this Base Indenture and any Series Supplements, all as provided in this Base Indenture. The Trustee, on behalf of the Collateral Agent Secured Parties, acknowledges such grant, accepts the trusts under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during Base Indenture in accordance with the continuation provisions of this AgreementBase Indenture and agrees, subject to the other terms and provisions of the Indenture, to perform its duties required in this Base Indenture. The Indenture Collateral shall secure the Obligations equally and ratably without prejudice, priority or distinction (except, with respect to any Series of Notes, as otherwise stated in the applicable Series Supplement or in the applicable provisions of this Base Indenture). (c) The parties hereto agree and acknowledge that each certificated Equity Interest may be held by a custodian on behalf of the Trustee.

Grant of Security Interest. (a) As In addition to the sale of Accounts hereunder, and without the necessity of any further formality, writing or evidence, you hereby transfer and assign to us and grant us a security for the prompt and complete payment and performance when due of interest in all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the your right, title and interest in and to all of such Grantor inyour now existing and future: (a) accounts receivable (whether or not the same constitute Accounts purchased by us hereunder), to and under any personal property that such Grantor may now own or hereafter acquireinstruments, includingdocuments, but not limited to the following: (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claimschattel paper, including but not limited to the Commercial Tort Claims described on Schedule H; (iv) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts general intangibles (including, without limitation the Cash Collateral Account) limitation, all federal, state and local income tax refunds), and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information forms of such Grantorobligations owing to you; (b) unpaid seller's rights (including rescission, repossession, replevin, reclamation and stoppage in transit) relating to any of the foregoing 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 of the foregoing (including, but not limited towithout limitation, Trade Secret Rights; rights under any letters of credit or other credit enhancements in your favor); (xviiif) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard or rights relating to any of the foregoing; and (xxg) all Proceeds bank deposits and products accounts; (h) cash and non-cash proceeds of any and all of the foregoing foregoing; and (all i) Books and Records (as defined below in paragraph 13) evidencing or pertaining to any of the property subject foregoing. (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 grant requirements of all applicable laws to perfect our security interest in this Section 2.1 being herein collectively referred collateral granted to us hereunder, and execute such financing statements and other documents as we may require to effectuate the “Security Agreement Collateral”). (b) It is expressly agreed foregoing and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of implement this Agreement. To the extent 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 your signature in order to perfect or maintain our security interest in the collateral.

Grant of Security Interest. (a) As security for To secure the prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below)Obligations, Holdings and each Grantor does Borrower hereby collaterally assign and transfer unto the Collateral grants to Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured CreditorsParties, a continuing security interest in and Lien upon all Property of first priority in (subject only to Permitted Liens) Holdings and such Borrower, including all of the rightfollowing Property, title and interest of such Grantor in, to and under any personal property that such Grantor may whether now own owned or hereafter acquireacquired, including, but not limited to the followingand wherever located: (ia) all Accounts; (iib) all Chattel Paper, including electronic chattel paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H; (ivd) all InventoryDeposit Accounts; (ve) all EquipmentDocuments; (vif) all General Intangibles, including Intellectual Property; (g) all Goods, including Inventory, Equipment and fixtures; (viih) all Instruments; (viiii) all Investment Property; (ixj) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivk) all General IntangiblesSupporting Obligations; (xvl) all Marksmonies, together with whether or not in the registrations and right to all renewals thereofpossession or under the control of Agent, and the goodwill a Lender, or a bailee or Affiliate of the business of such Grantor symbolized by the MarksAgent or a Lender, including any Cash Collateral; (xvim) all Patents and Copyrightsaccessions to, substitutions for, and all reissuesreplacements, renewals 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 extensions thereof;destruction of any Collateral; and (xviin) all Software books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer programs records) pertaining to the foregoing. Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to (a) any Excluded Deposit Account or (b) any contract or agreement to which Holdings or any Borrower is a party or to any of its rights or interests thereunder if and any intellectual property rights therein and all other proprietary information for so long as the grant of such Grantorsecurity interest shall constitute or result in (i) the unenforceability of any right of Holdings or such Borrower therein or (ii) in a breach or termination pursuant to the terms of, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or a default under, any such contract or relating toagreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any FCC Licenseother applicable law or principles of equity); provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to shall attach immediately at such time as the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includescondition causing such unenforceability shall be remedied and, to the maximum extent not prohibited by lawseverable, all rights incident or appurtenant shall attach immediately to any portion of such FCC License and the rights to receive all proceeds derived from contract or agreement that does not result in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and consequences specified in clause (xxi) all or (ii) above, including any Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)such contract or agreement. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for the prompt and complete payment and performance when due of all or performance, as the case may be, in full of the Obligations (as defined in Section 2.2 below)Secured Obligations, each Grantor [each][the] Grantor, pursuant to the Security Agreement, did and hereby does hereby pledge, collaterally assign assign, mortgage, transfer and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent Administrative Agent, its successors and permitted assigns, on behalf of and for the benefit of the Secured CreditorsParties, a continuing security interest of first priority in (subject only to Permitted Liens) all of the its right, title and interest of such Grantor in, to and under any personal property that such Grantor may all of the following assets, whether now own owned by or owing to, or hereafter acquireacquired by or arising in favor of [such][the] Grantor, includingand regardless of where located (collectively, but not limited to the following:“Trademark Collateral”): (ia) all Accounts; trademarks (ii) all Chattel Paper; including service marks), common law marks, trade names, trade dress, domain names and logos, slogans and other indicia of origin under the laws of any jurisdiction in the world, and the registrations and applications for registration thereof (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described registrations and applications listed on Schedule H; (iv) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, I hereto); and the goodwill of the business connected with the use of such Grantor and symbolized by the Marks; foregoing; (xvib) all Patents and Copyrightsrenewals of the foregoing; (c) all income, royalties, damages, and all reissues, renewals payments now or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantorhereafter due or payable with respect thereto, including, but not limited towithout limitation, Trade Secret Rights; damages, claims and payments for past, present and future infringements or dilutions thereof; (xviiid) all rights to xxx for past, present, and future infringements or dilutions of such Grantor’s any of the foregoing, including the right to settle suits involving claims and demands for royalties owing; and (e) all rights in, corresponding to or under, or relating to, any FCC License; provided, however, that of the Security Agreement Collateral (as defined below) does not include at any time any FCC License foregoing. Notwithstanding anything herein to the extentcontrary, but in no event shall the Trademark Collateral include (i) any foreign IP Rights or in any United States intent-to-use Trademark application prior to the filing of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, only to the extent, that such Grantor is prohibited at that time from granting if any, that, and solely during the period, if any, in which, the grant of a security interest therein pursuant to would impair the Communications Act validity or enforceability of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by such intent-to-use Trademark application or any registration issuing therefrom under applicable law, all rights incident or appurtenant to (ii) any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)other Excluded Assets. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for the prompt and complete payment and performance when due of the Secured Obligations, the Company hereby pledges, assigns, transfers, hypothecates and sets over to the Holder, and hereby grants to the Holder a security interest in, all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the Company’s right, title and interest of such Grantor in, to and under any personal property that such Grantor may the following property, wherever located and whether now own existing or owned or hereafter acquireacquired or arising (collectively, including, but not limited to the following: “Collateral”): (i) all Accounts; ; (ii) all Chattel Paper; Rights to Payment; (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H; Chattel Paper; (iv) all Inventory; Deposit Accounts; (v) all Equipment; Documents; (vi) all Goods; Equipment; (vii) all Instruments; General Intangibles; (viii) all Investment Property; Instruments; (ix) all Documents; Inventory; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; Investment Property; (xi) all Contracts, together with any Contract Rights arising thereunder; Books; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; Proceeds; and (xivxiii) all General Intangibles; (xv) products and Proceeds of any and all Marksof the foregoing. Notwithstanding anything herein to the contrary, together with in no event shall the registrations and right to all renewals thereofCollateral include, and the goodwill Company shall not be deemed to have granted a security interest in, (i) any of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such GrantorCompany’s rights inor interests in any license, contract or agreement to which the Company is a party or under, any of its rights or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License interests thereunder to the extent, but only to the extent, that such Grantor 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 the Company is prohibited at a party (other than to the extent that time from granting any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code, 11 U.S.C. § 362(a) (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 the Company shall be deemed to have granted a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by lawin, all such rights incident and interests as if such provision had never been in effect, or appurtenant to (ii) any real property leasehold or fee, unless the Company has executed a mortgage or deed of trust covering such FCC License and the rights to receive all proceeds derived from real property leasehold or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)fee. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. Each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, 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 (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor’s Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HDeposit Accounts; (ivd) all Documents; (e) all Equipment (whether or not constituting Fixtures); (f) all General Intangibles; (g) all Instruments, including Pledged Notes; (h) all Intellectual Property, to the extent of each Grantor’s right, title or interest therein (except for “intent-to-use” applications for trademark or service xxxx registrations filed pursuant to Section l(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections l(c) and l(d) of said Act has been filed and accepted); (i) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiij) all Investment Property; (ixk) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xiv1) all General IntangiblesMoney; (xvm) all Marks, together Vehicles and certificates of title with the registrations and right respect to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the MarksVehicles; (xvin) all Patents and Copyrights, and all reissues, renewals or extensions thereofCommercial Tort Claims identified on Schedule 7; (xviio) all Software Capital Stock, Goods, insurance and computer programs and any intellectual other personal property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rightsotherwise described above; (xviiip) all Supporting Obligations and products of such Grantor’s rights inany and all of the foregoing and all Guarantee Obligations, to Liens and claims supporting, securing or under, or in any respect relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and of the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC Licenseforegoing; (xixq) all insurance policies books and supporting obligations with regard records (regardless of medium) pertaining to any of the foregoing; and (xxr) all Proceeds and products of any and all of the foregoing foregoing; provided, that (all i) this Agreement shall not constitute a grant of a security interest in any property to the extent that and for as long as such grant of a security interest (A) is prohibited by any applicable law, (B) requires a filing with or consent from any entity or person pursuant to any applicable law that has not been made or obtained, or (C) constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any lease, license or agreement, except to the extent that such applicable law or provisions of any such lease, license or agreement is ineffective under applicable law or would be ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC to prevent the attachment of the security interest granted hereunder or (D) is in Capital Stock which is specifically excluded from the definition of Pledged Stock by virtue of the proviso to such definition; (ii) the security interest granted hereby (A) shall attach at all times to all proceeds of such property, (B) shall attach to such property immediately and automatically (without need for any further grant or act) at such time as the condition described in clause (i) ceases to exist and (C) to the extent severable shall in any event attach to all rights in respect of such property that are not subject to the grant of applicable condition described in clause (i); and (iii) the security interest in this Section 2.1 being herein collectively referred granted hereby shall not attach to as the “Security Agreement Collateral”)any Consigned Vehicles or Consigned Vehicle Proceeds. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for the prompt and complete payment and or performance when due of all (whether at stated maturity, by acceleration or otherwise) of the Obligations (as defined in Section 2.2 below)to any Secured Party, now existing or hereafter arising, each Grantor does Pledgor hereby collaterally assign pledges, assigns and transfer unto the Collateral Agent, and does hereby grant transfers to the Collateral Administrative Agent for purposes of security and for the equal benefit of the Secured CreditorsParties, and hereby grants to the Administrative Agent for the equal benefit of the Secured Parties, a continuing lien on, and security interest of first priority in (subject only to Permitted Liens) in, all of the such Pledgor's right, title and interest of such Grantor in, to and under any personal property that such Grantor may the following, whether now own or hereafter acquireexisting and whether now owned or hereafter acquired (collectively, including, but not limited to the following:"Collateral"): (i) all Accountsshares opposite such Pledgor's name, as set forth on Schedule 1 (collectively, the "Pledged Shares"); (ii) all Chattel Paperadditional shares of stock of the Company from time to time acquired by such Pledgor in any manner; (iii) all Commercial Tort Claims, including but not limited the certificates representing the shares referred to the Commercial Tort Claims described on Schedule H;in paragraphs (i) and (ii) above; and (iv) all Inventory; dividends, 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 shares referred to in paragraphs (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Accounti) and any monies, securities and instruments deposited or required to be deposited therein; (xiii) above (all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by foregoing being the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License"Proceeds"); provided, however, that the Security Agreement Collateral (so long as defined below) does not include at no Event of Default has occurred and is continuing), each Pledgor may receive free and clear of any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to under this Agreement any such FCC License and the rights to receive all proceeds derived from or cash dividends paid in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any respect of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)Pledged Shares. (b) It is expressly agreed All certificates or instruments representing or evidencing the Collateral shall be delivered to and acknowledged that the security interests held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duty executed undated instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent. If an Event of Default has occurred and is continuing, the Administrative Agent shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in its name or any of its nominees any or all of the Collateral, subject only to the revocable rights specified in Section 6(a). In addition, if an Event of Default has occurred and is continuing, the Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral Agent for certificates or instruments of smaller or larger denominations. (c) Notwithstanding anything contained in this Agreement to the contrary, and except for the obligation of each Pledgor to deliver the Collateral owned by such Pledgor to the Secured Parties pursuant to the provisions hereof, in no event shall any Pledgor have any personal liability with respect to the Obligations or any obligations, debt or other liabilities that may arise under this Agreement extend and Secured Parties recourse against such Pledgor shall be limited solely to all Security Agreement the Collateral which any Grantor may acquire at any time during the continuation of this Agreementowned by such Pledgor. Pledgor.

Grant of Security Interest. (a) As collateral security for the full and prompt and complete payment and performance when due of (whether at stated maturity, by acceleration or otherwise) of, and the performance of, all the Secured Obligations and to induce the Lender to make the Revolving Credit Advances available pursuant to the Loan Agreement, the Grantor hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to the Lender, and hereby grants to the Lender, a security interest in, all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the Grantor's right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the following:following (all of which being hereinafter collectively called the "Collateral"): (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims, including but not limited Contracts and any and all claims of the Grantor for damages arising out of or for breach of or a default under any Contract and the right of the Grantor to the Commercial Tort Claims described on Schedule Hperform or to compel performance under any Contract and to exercise all remedies thereunder; (iv) all InventoryDocuments; (v) all Equipment; (vi) all GoodsGeneral Intangibles; (vii) all Instruments; (viii) all Investment PropertyInventory; (ix) all Documentspresent and future Blocked Accounts and all funds, certificates and instruments, if any, from time to time held in or representing or evidencing such Blocked Accounts provided, however, -------- ------- the foregoing grant with respect to Blocked Account #1 shall not be effective until the 30th day following the date hereof; (x) all Deposit Accounts (including, without limitation other goods and personal property of the Cash Collateral Account) Grantor whether tangible or intangible or whether now owned or hereafter acquired by the Grantor and any monies, securities and instruments deposited or required to be deposited therein;wherever located; and (xi) to the extent not otherwise included, all ContractsProceeds of each of the foregoing and all accessions to, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations substitutions and right to all renewals thereofreplacements for, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents rents, profits and Copyrightsproducts of, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any each of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”). (b) It is expressly agreed In addition, as collateral security for the prompt and acknowledged that the security interests complete payment when due of the Collateral Agent under this Agreement extend Secured Obligations, the Lender is hereby granted a lien and security interest in all property of the Grantor held by the Lender including, without limitation, all property of every description, now or hereafter in the possession or custody of or in transit to all Security Agreement Collateral the Lender for any purpose, including safekeeping, collection or pledge, for the account of the Grantor, or as to which any the Grantor may acquire at have any time during the continuation of this Agreementright or power.

Grant of Security Interest. (a) As collateral security for the prompt performance, observance and complete indefeasible payment and performance when due in full of all of the Obligations (as defined in Section 2.2 belowhereinafter defined), each Grantor does Pledgor hereby collaterally assign assigns, pledges, hypothecates, transfers and transfer unto the Collateral Agent, sets over to Pledgee and does hereby grant grants to the Collateral Agent for the benefit of the Secured Creditors, Pledgee a continuing security interest of first priority in and lien upon (subject only to Permitted Liensa) all of the right, title and interest of such Grantor in, Pledgor in and to and under any personal property that such Grantor the Account as it may now own or hereafter acquirebe constituted, including, but not limited to the following: now existing or hereafter arising; (ib) all Accounts; cash, securities, commodities contracts, instruments, documents, general intangibles, financial assets or other investment property held in or payable from, or credited to, the Account, now existing or hereafter arising or acquired; (iic) all Chattel Paper; (iii) reinvestments, roll-overs, substitutions and exchanges for any and all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H; (iv) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrightsforegoing, and all reissues, renewals monies and proceeds due or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantorto become due thereon, including, but not limited to, Trade Secret Rights; any and all dividends, interest, profit interests, profits, redemptions, warrants, subscription rights, stock, securities options, and other distributions, whether of cash or other property, now or hereafter distributed or which may hereafter be earned by or delivered for the Account; (xviiid) all of such Grantor’s any rights in, to incidental or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License related to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act ownership of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing, such as voting, conversion and registration rights and rights of recovery for securities law violations; and (xxe) all Proceeds books relating to the foregoing; and products (f) the proceeds of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 foregoing being herein collectively referred to herein as the “Security Agreement CollateralPledged Property”). (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for the prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below)Obligations, each Grantor does Debtor hereby collaterally assign pledges, assigns, hypothecates, delivers and transfer unto the Collateral Agentassigns to Lender, and does hereby grant to the Collateral Agent for the benefit creates in favor of the Secured Creditors, Lender a continuing security interest of first priority in (subject only to Permitted Liens) and to, all of the right, title and interest of such Grantor in, Debtor in and to and under any all personal property that such Grantor may and fixtures of Debtor including, without limitation all right, title and interest of Debtor in and to the following property, in each case whether now own existing or hereafter acquireacquired, includingcreated or arising (collectively, but not limited to the following:"Collateral"): (a) All Equipment in all of its forms, wherever located; (b) All Inventory in all of its forms, wherever located; (c) All Accounts, in all of their forms, wherever located; (d) All General Intangibles in all their forms, wherever located, including (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claimspermits, licenses, franchises and other governmental authorizations, to the extent lawfully assignable, including but not limited to, allocations of sewer or other utility capacity now or hereafter issued in connection with the design, construction, renovation, development, occupation and/or operation of the Project (collectively, the "Permits") and (ii) any and all contracts and agreements, whether now in existence or hereafter entered into, (A) with contractors, architects, engineers and other design professionals (including all rights of Debtor to all plans and specifications prepared with respect to the Commercial Tort Claims described on Schedule H; Project), developers, management companies, leasing agents, and other suppliers of services or materials relating directly or indirectly to the development, construction, operation or management of the Project, (ivB) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts providing for payments to be made to Debtor by any person or entity in connection with the Project (including, without limitation limitation, all warranties, guaranties and indemnities now or hereafter made by any person or entity relating to the Cash Collateral AccountProject), (C) and with any moniesgovernmental authority relating to the development of the Project or off-site improvements related thereto, securities and instruments deposited or required to be deposited therein(D) granting or creating any easements or licenses benefiting the Project (collectively, the "Agreements"); (xie) All fixtures in all Contractstheir forms, together with any Contract Rights arising thereunderwherever located; (xiif) all Letters All Documents of Credit; Title, Chattel Paper, Instruments, balances in any bank deposits of Debtor (xiii) all Letter in the case of Credit Rights; (xiv) all General Intangibles; (xv) all Markstenant security deposits, together with subject to the registrations and right to all renewals thereofrights of tenants), and the goodwill securities held in brokerage accounts of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingDebtor; and (xxg) all All Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)foregoing. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for To secure the prompt Obligations, the Master Issuer hereby pledges, assigns, conveys, delivers, transfers and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant sets over to the Collateral Agent Trustee, for the benefit of the Secured CreditorsParties, and hereby grants to the Trustee, for the benefit of the Secured Parties, a continuing security interest of first priority in (subject only to Permitted Liens) all of the Master Issuer’s right, title and interest of such Grantor in, to and under any personal all of the following property that such Grantor may now own or hereafter acquire, including, but not limited to the following:extent now owned or at any time hereafter acquired by the Master Issuer (collectively, the “Indenture Collateral”): (i) the Equity Interests of any Person owned by the Master Issuer and all Accountsrights as a member or shareholder of each such Person under the Charter Documents of each such Person; (ii) the Accounts and all Chattel Paperamounts on deposit in or otherwise credited to the Accounts; (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule Hany Interest Reserve Letter of Credit; (iv) all Inventorythe books and records (whether in physical, electronic or other form) of the Master Issuer; (v) all Equipmentthe rights, powers, remedies and authorities of the Master Issuer under each of the Related Documents (other than the Indenture and the Notes) to which it is a party; (vi) the Contribution Agreements, including (A) the right to receive (x) from BRINT, any distributions received by BRINT from the Korean JV and (y) from DBI, (I) any distributions received from U.K. Holdco, to the extent that such distributions are made with the proceeds of dividends received from the Japanese JV and (II) any payments received by DBI on the U.K. Intercompany Note and (B) any and all Goodsother property of every nature, now or hereafter transferred, mortgaged, pledged, or assigned as security for payment or performance of any obligation of any Person to the Master Issuer under the Contribution Agreements and all guarantees of such obligations and the rights evidenced by or reflected in the Contribution Agreements; (vii) all Instrumentsany Future Contributed Assets; (viii) any and all Investment Property;other property of the Master Issuer now or hereafter acquired, including, without limitation, all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, health-care-insurance receivables, instruments, inventory, securities, securities accounts and other investment property and letter-of-credit rights (in each case, as defined in the New York UCC); and (ix) all Documents; payments, proceeds, supporting obligations and accrued and future rights to payment with respect to the foregoing; provided, that the Indenture Collateral shall exclude the following property (xthe “Collateral Exclusions”): (i) all Deposit Accounts any other lease, license, or other contract or permit (includingor any rights or interests thereunder), without limitation in each case if the Cash Collateral Account) and grant of a lien or security interest in any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents Securitization Entities’ right, title and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights interest in, to or underunder such lease, license, contract or relating topermit (or any rights or interests thereunder) in the manner contemplated by the Indenture (a) is prohibited by the terms of such lease, sublease, license, contract or permit or would require the consent of a third party, (b) would constitute or result in the abandonment, invalidation or unenforceability of any FCC Licenseright, title or interest of the applicable Securitization Entity therein or (c) or would otherwise result in a breach thereof or the termination or a right of termination thereof, except to the extent that any such prohibition, breach, termination or right of termination is rendered ineffective pursuant to the UCC or any other applicable law, (ii) the Excepted Securitization IP, (iii) any leasehold interests in real property, (iv) the Excluded Amounts, the Aggregate Real Estate Obligations Amount and the amount of any Business Development Transaction Expenses and (v) any DD Franchisor China Asset; provided, howeverfurther, that the Security Agreement Master Issuer and the Guarantors will not be required to pledge more than 65% of the Equity Interests (and any rights associated with such Equity Interests) of (x) any direct or indirect foreign Subsidiary of any of the Master Issuer or the Guarantors or (y) any domestic Subsidiary, substantially all of the assets of which are Controlled Foreign Corporations (a “Foreign Subsidiary Holding Company”), and in no circumstance will any such foreign Subsidiary, any U.S. Subsidiary of a foreign Subsidiary or any Foreign Subsidiary Holding Company be required to pledge any assets, serve as Guarantor, or otherwise guarantee the Notes; provided, further, that the Master Issuer and the Guarantors will not be required to take any action (other than the filing of UCC-1 financing statements) to perfect the security interests created in any Securitization IP other than the Core Marks in the Specified Countries (except for Japan), and provided that steps to perfect are limited to making certain filings as set forth in Section 8.25(c) and Section 8.25(d); provided, further that the security interest in (A) the Senior Notes Interest Reserve Account and the related property shall only be for the benefit of the Senior Noteholders and the Trustee, in its capacity as trustee for the Senior Noteholders and (B) the Senior Subordinated Notes Interest Reserve Account and the related property shall only be for the benefit of the Senior Subordinated Noteholders and the Trustee, in its capacity as trustee for the Senior Subordinated Noteholders. The Trustee, on behalf of the Secured Parties, acknowledges that the Collateral (as defined below) does shall not include any Collateral Exclusions and upon receipt of a Company Order, the Trustee shall execute any documents prepared by (and at the expense of) the Master Issuer to release the same. Further, any cash collateral deposited by any Non-Securitization Entities with the Master Issuer to secure such Non-Securitization Entities’ obligations under the Letter of Credit Reimbursement Agreement shall not constitute Indenture Collateral until such time any FCC License (if any) as the Master Issuer is entitled to withdraw such funds from the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein applicable bank account pursuant to the Communications Act terms of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, Letter of Credit Reimbursement Agreement to reimburse the Master Issuer for any amounts due by such Non-Securitization Entities to the maximum extent Master Issuer pursuant to Section 4 or Section 5 of the Letter of Credit Reimbursement Agreement that such Non-Securitization Entities have not prohibited by law, all rights incident or appurtenant paid to any such FCC License and the rights to receive all proceeds derived from or Master Issuer in connection accordance with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)terms thereof. (b) It The foregoing grant is expressly agreed made in trust to secure the Obligations and acknowledged that to secure compliance with the security interests provisions of this Base Indenture and any Series Supplements. The Trustee, on behalf of the Collateral Agent Secured Parties, acknowledges such grant, accepts the trusts under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during Base Indenture in accordance with the continuation provisions of this AgreementBase Indenture and agrees to perform its duties required in this Base Indenture. The Indenture Collateral shall secure the Obligations equally and ratably without prejudice, priority or distinction (except, with respect to any Series of Notes, as otherwise stated in the applicable Series Supplement or in the applicable provisions of this Base Indenture). (c) In addition, pursuant to and within the time periods specified in Section 8.37, the Master Issuer shall cause the Real Estate Holders to prepare, execute and deliver to the Trustee, for the benefit of the Secured Parties, a Mortgage with respect to each Existing Owned Real Property and each New Owned Real Property owned by such Real Estate Holder, which shall be delivered to the Trustee or its agent to be held in escrow; provided that upon the occurrence of a Mortgage Recordation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative), the Trustee or its agent shall, at the direction of the Control Party, record promptly within twenty (20) Business Days of the occurrence of such Mortgage Recordation Event all such Mortgages in accordance with Section 8.37. (d) The parties hereto agree and acknowledge that each certificated Equity Interest and each Mortgage constituting Indenture Collateral may be held by a custodian on behalf of the Trustee.

Grant of Security Interest. (a) As security for the prompt and complete unconditional payment and performance when due of all of the Obligations Client's "Obligations" (as defined in Section 2.2 belowFactoring Agreement), each Grantor does including without limitation, any and all liabilities, indebtedness, obligations, guarantees, representations, warranties and covenants now existing or hereafter arising under this Security Agreement or otherwise, the client hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, grants Republic a continuing security interest of first priority in (subject only to Permitted Liens) all of the Client's right, title and interest in the following types of such Grantor inproperty, to and under any personal property that such Grantor may whether now own owned or existing or hereafter acquireacquired or arising, includingand wherever located (collectively, but not limited to the following:"Collateral"): (i) All inventory and goods, including without limitation, all Accountsinventory and goods held for sale or lease or to be furnished under contracts of service, raw materials, work in process, finished goods, goods in transit, advertising, packaging and shipping materials, and all designs, creations, patterns, styles, samples and all other materials, and supplies (collectively, the "Inventory"); (ii) All documents, including without limitation, documents of transport, payment and title relating to any of the foregoing and all Chattel Papersuch other documents as are made available to Client for the purpose of ultimate sale or exchange of goods or for the purpose of loading, unloading, storing, shipping, transhipping, manufacturing, processing or otherwise dealing with goods in a manner preliminary to their sale or exchange; (iii) all Commercial Tort ClaimsAll rights, claims, rights of offset, rights of return, actions and causes of action, against any person, including but not limited to without limitation, those arising out of the Commercial Tort Claims described on Schedule Hpurchase by Client of any of its Inventory, and all rights of stoppage in transit, replevin, reclamation and rights of an unpaid vendor or as a lienor; (iv) all Inventory;All other collateral described in the Factoring Agreement; and (v) All proceeds, insurance proceeds, products and accessions of or to any and all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrightsforegoing, and all reissuescollateral and security for, renewals or extensions thereof; (xvii) all Software and computer programs and guarantees of, any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) , and all Proceeds books and products of records relating to any and all of the foregoing (including without limitation, any and all microfilm, microfiche, computer programs and records, source materials, tapes and discs) and all equipment containing said books and records. The term "Collateral" as used in the Factoring Agreement shall be deemed to include all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”). (b) It is expressly agreed and acknowledged that the security interests Collateral described above, for all purposes of the Collateral Agent under this Agreement extend Factoring Agreement. Nothing herein shall be deemed to constitute a commitment or agreement on the part of Republic to make loans or other advances to Client or to permit Client to incur Obligations, all Security Agreement Collateral of which any Grantor may acquire at any time during the continuation remain a matter of this AgreementRepublic's sole and absolute discretion.

Grant of Security Interest. Each Grantor hereby collaterally assigns, transfers and grants to the Administrative Agent, for the ratable benefit of the Lead Agents and the Lenders (a) As and, in the case of Specified Hedge Agreements, any affiliates of any Lender), 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 when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor's Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HDeposit Accounts; (ivd) all Documents; (e) all Equipment; (f) all General Intangibles; (g) all Instruments; (h) all Intellectual Property; (i) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiij) all Investment Property; (ixl) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivm) all General IntangiblesCommercial Tort Claims with respect to _______; (xvn) all Marks, together with the registrations Goods and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marksother personal property not otherwise described above; (xvio) all Patents books and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxp) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject to foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in this Section 2.1 being herein collectively referred any property to the extent that such grant of a security interest is in Equipment or Property, as the “Security Agreement Collateral”case may be, subject to a Lien permitted under Sections 8.3 (f). , (bg), (j) It is expressly agreed and acknowledged that the security interests (k) of the Collateral Agent Credit Agreement, in each case, with respect to which such Grantor is prohibited from granting a security interest under this Agreement extend the terms of Indebtedness incurred to all Security Agreement Collateral which finance the purchase of such Equipment or Property, prohibited by any Grantor may acquire at Requirements of Law of a Governmental Authority, requires a consent not obtained of any time during Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach or default under or results in the continuation termination of this Agreementor 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.

Grant of Security Interest. (a) As Each Grantor hereby (i) agrees to amend and restate the Existing Security Agreement so that, as amended and restated, it reads in its entirety as provided herein, and (ii) bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Agent, for the benefit of the Secured Parties, and hereby grants to the Agent, for the benefit of the Secured Parties, a 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 the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingObligations: (i) all Accounts, and all rights of action or claims which any Grantor now has or may at any time hereafter have against any Person in respect thereof; (ii) all Chattel PaperGeneral Intangibles that arise from, relate to, or constitute proceeds of, Accounts; (iii) all Commercial Tort ClaimsChattel Paper that arise from, including but not limited to the Commercial Tort Claims described on Schedule Hrelate to, or constitute proceeds of Accounts; (iv) all InventoryInstruments (including all promissory notes) that arise from, relate to, or constitute proceeds of Accounts; (v) all EquipmentDocuments that arise from, relate to, or constitute proceeds of Accounts; (vi) all GoodsLetters of Credit, banker’s acceptances and similar instruments and including all letter-of-credit rights that arise from, relate to, or constitute proceeds of Accounts; (vii) all Instrumentssupporting obligations to and in respect of Accounts, including (A) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to Accounts, (B) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lien or secured party, (C) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Accounts, including returned, repossessed and reclaimed goods, and (D) deposits by and property of Account Debtors or other persons securing the obligations of Account Debtors; (viii) all Investment PropertyProperty (including Securities, whether certificated or uncertificated, Securities Accounts, Security Entitlements, Futures Contracts or Futures Accounts) and all monies, credit balances, deposits and other property of any Grantor now or hereafter held or received in transit to any Secured Party or their Affiliates or at any other depository or other institution from or for the account of any Grantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise, in each case, that arise from, relate to, or constitute proceeds of Accounts; (ix) all Documentsbooks and records pertaining to the Collateral; (x) all Deposit Accounts (includingany other contract rights or rights to payment of money, without limitation the Cash Collateral Account) insurance claims and any moniesproceeds that arise from, securities and instruments deposited relate to, or required to be deposited thereinconstitute proceeds of Accounts; (xi) all Contracts, together with Deposit Accounts and Securities Accounts containing any Contract Rights arising thereunder;of the foregoing or any products or Proceeds thereof; and (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations products and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any Proceeds of the foregoing; and (xx) , in any form, including insurance proceeds and all Proceeds and products claims against third parties for loss or damage to or destruction of or other involuntary conversion of any and kind or nature of any or all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”). (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for the prompt timely and complete full payment and performance when due satisfaction of any and all of the Obligations (as defined in Section 2.2 below)Obligations, each Grantor does the Borrower hereby collaterally assign absolutely, unconditionally and transfer unto irrevocably pledges, assigns, conveys, mortgages, transfers and delivers to the Collateral AgentBank, and does hereby grant grants to the Collateral Agent for the benefit of the Secured Creditors, Bank a continuing security interest in and to, the following: (a) any and all governmental obligations, notes, certificates of first priority deposit, money, bank and other accounts, and other securities, investments and interests held by the Bank in the account entitled "Citibank, N.A., Cash Collateral Account f/b/o American Bank Note Company, No. 40680389", any and all other sexxxxxxxx, investments or interests received by the Borrower on account of or related to any of the foregoing, any and all dividends, interest and distributions with respect thereto (subject only whether cash, stock or otherwise) and splits and reclassifications thereof, and any and all options, warrants and other rights to Permitted Liensacquire any such securities, investments or interests (collectively, the "Pledged Deposits"); (b) any and all of the rightrights, title powers, privileges, remedies and interest interests of such Grantor the Borrower in, to and under any personal property that such Grantor may and all instruments, indentures, agreements, charters, by-laws, certificates and other documents and any statutory equivalents, in each case whether now own or hereafter acquireexisting, includingand irrespective of whether reduced to writing, but not limited and as each has been and hereafter may be supplemented, modified, amended or restated from time to the following: time, respecting (i) all Accounts; any of the Pledged Deposits or the organization or governance of any issuer of any of the Pledged Deposits (collectively, the "Organizational Documents") or (ii) the investment or custody of any Pledged Deposits with or by any holder thereof (collectively, the "Custody Documents"); (c) any and all Chattel Paper; advances, indebtedness and other amounts (iiiincluding interest) all Commercial Tort Claims, including but not limited directly or indirectly owed to the Commercial Tort Claims described Borrower on Schedule H; account of or related to the Pledged Deposits; and (ivd) any and all Inventory; (v) accounts, instruments, chattel paper, contract rights, warranties, casualty and other insurance policies and rights, litigation claims and rights, tradenames, other general intangibles and books and records of the Borrower arising from or with respect to all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (includingor any part of the foregoing subsections; in each case whether any of the foregoing is now existing or hereafter acquired or created, without limitation the Cash Collateral Account) whether owned beneficially or of record and any monieswhether owned individually, securities and instruments deposited jointly or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marksotherwise, together with the registrations products and right to all renewals proceeds thereof, all payments and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents other distributions with respect thereto and Copyrights, any and all reissuesrenewals, renewals or substitutions, modifications and extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively foregoing items will be referred to collectively as the “Security Agreement "Collateral”"). (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. Each Grantor hereby pledges, and collaterally assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security interest in, lien on and right of setoff against, 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 and whether now existing or hereafter coming into existence (a) As collectively, the “Collateral”), as security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor’s Obligations: (ia) all Accounts; (iib) all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper); (iiic) all Commercial Tort ClaimsClaims (including, including but not limited without limitation, with respect to the Commercial Tort Claims described matters set forth on Schedule H3); (ivd) all Deposit Accounts; (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles (including, without limitation, all rights in and under Swap Agreements); (i) all Instruments; (j) all Intellectual Property; (k) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiil) all Investment Property; (ixm) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivn) all General Intangiblesother Property not otherwise described above (except for the Excluded Property and any Property specifically excluded from any defined term used in any clause of this Section); (xvo) all Marks, together with the registrations books and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxp) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject foregoing; provided, however, notwithstanding anything to the contrary contained herein or in any other Secured Document, this Agreement shall not grant, effect or constitute or evidence a grant of a security interest interest, collateral assignment or transfer or any other type of Lien in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)Excluded Property. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. The Grantor hereby pledges, collaterally assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of its personal property and other assets, whether now owned or at any time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may acquire any right, title or interest, including, without limitation, all of the following property, wherever located (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the its Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingObligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HContracts; (ivd) all Deposit Accounts; (e) all Documents; (f) all Equipment; (g) all General Intangibles; (h) all Instruments; (i) all Intellectual Property; (j) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiik) all Investment Property; (ixl) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivm) all General IntangiblesGoods and other property not otherwise described above (except for any property specifically excluded from any clause in this section above, and any property specifically excluded from any defined term used in any clause of this section above); (xvn) all Marks, together with books and records pertaining to the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the MarksCollateral; (xvio) all Patents and Copyrights, and all reissues, renewals Commercial Tort Claims listed on Schedule 5 or extensions thereofdescribed in any notice sent pursuant to Section 4.9; (xviip) all Software and computer programs avoidance power claims or actions under chapter 5 of the Bankruptcy Code and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingthereof; and (xxq) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject foregoing. Notwithstanding the foregoing, “Collateral” shall not include (x) more than 65% of the Voting Equity Interests of each Foreign Subsidiary directly held by Grantor if to do so would cause material adverse tax consequences for the Grantor; provided, that immediately upon any amendment of the Code that would allow the pledge of a greater percentage of such Voting Equity Interests without material adverse tax consequences, “Collateral” shall include such greater percentage of Voting Equity Interests of such Foreign Subsidiary from that time forward, (y) any application for a trademark that would otherwise be deemed invalidated, cancelled or abandoned due to the grant of security interest in this Section 2.1 being herein collectively referred to a Lien thereon unless and until such time as the “Security Agreement Collateral”). grant of such Lien will not affect the validity of such trademark and (bz) It 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 Collateral Agent is expressly agreed prohibited and acknowledged that such prohibition has not been or is not waived or the security consent of the other party to such lease, license, contract, or agreement 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 (i) 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, (ii) so as to limit, impair or otherwise affect Collateral Agent’s unconditional continuing Liens upon any rights or interests of the Collateral Agent 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 this Agreement extend any such lease, license, contract, or agreement (including any Accounts or other Receivables), or (iii) to all Security Agreement Collateral which apply at such time as the condition causing such prohibition shall be remedied and, to the extent severable, “Collateral” shall include any Grantor may acquire at any time during the continuation portion of this Agreementsuch lease, license, contract, agreement or assets subject thereto that does not result in such prohibition.

Grant of Security Interest. Each Grantor hereby assigns and transfers to the Note Lien Collateral Agent, and hereby grants to the Note Lien Collateral Agent, for the ratable benefit of the Secured Parties, 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 (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor’s Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HDeposit Accounts; (ivd) all Documents; (e) all Equipment; (f) all Fixtures; (g) all General Intangibles; (h) all Instruments; (i) all Intellectual Property; (j) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiik) all Investment Property; (ixl) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivm) all General Intangiblesother personal property not otherwise described above (except for any property specifically excluded from any clause in this section above, and any property specifically excluded from any defined term used in any clause of this section above); (xvn) all Marks, together with the registrations books and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxo) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject foregoing; provided, however, that notwithstanding anything to the contrary set forth in this Section 2 or elsewhere in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Property or the grant of security interest any other right to the Note Lien Collateral Agent in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”). (b) It is expressly agreed and acknowledged that the security interests respect of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this AgreementExcluded Property and no Excluded Property shall constitute “Collateral” hereunder.

Grant of Security Interest. (a) As security for To secure the prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below)Obligations, each Grantor does Borrower hereby collaterally assign and transfer unto the Collateral grants to Administrative Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured CreditorsLender Group, a continuing security interest in and Lien upon all property of first priority in (subject only to Permitted Liens) Borrower, including all of the rightfollowing property and interests in property of Borrower, title and interest of such Grantor in, to and under any personal property that such Grantor may whether now own owned or existing or hereafter acquirecreated, including, but not limited to the following: (i) acquired or arising and wheresoever located: all Accounts; ; all Goods, including all Inventory and Equipment (ii) including Fixtures); all Instruments; all Chattel Paper; ; all Documents (iii) including bills of lading); all General Intangibles, including Intellectual Property, Payment Intangibles and Software; all Deposit Accounts; all Investment Property (including all Commodity Accounts, Securities and Securities Accounts, but excluding any Securities that constitute Margin Stock unless otherwise expressly provided in any Security Document and, in the case of Securities in a Subsidiary organized under a law other than a state of the United States or the District of Columbia, limited to 65% of such Securities); all Letter-of-Credit Rights; all Supporting Obligations; all Commercial Tort Claims; all monies now or at any time or times hereafter in the possession or under the control of Administrative Agent; all Accessions to, substitutions for and replacements, Products and cash and non-cash Proceeds of any of the foregoing, including but not limited Proceeds of and unearned premiums with respect to insurance policies insuring any of the Collateral and claims against any Person for loss of, damage to or destruction of any of the Collateral; and all of Borrower's Books, other than Excluded Property. “Excluded Property” means (i) any permit, license, agreement or asset subject to any such agreement to the Commercial Tort Claims described extent that the grant of a security interest therein constitutes a breach of, grounds for termination of, or a default under, such permit, license or agreement (other than to the extent that such terms would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any applicable jurisdiction or by any other applicable law or principles of equity), (ii) property owned by Borrower that is subject to a purchase money Lien or a capital lease permitted under this Agreement if the agreement pursuant to which such Lien is granted (or providing for such capital lease) prohibits or requires the consent of any Person other than Borrower which has not been obtained as a condition to the creation of any other Lien on Schedule H; (iv) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereofsuch property, and the goodwill (iii) any "intent to use" trademark applications for which a statement of the business of use has not been filed (but only until such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC Licensestatement is filed); provided, however, that the Security Agreement Collateral (as defined below) does term "Excluded Property" shall not include at any time any FCC License proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property); provided, further, the exclusions set forth in the preceding clause (i) shall not apply if such prohibition has been waived or such applicable Person party to such agreements has otherwise consented to the extent, but only to the extent, that such Grantor is prohibited at that time from granting creation hereunder of a security interest therein pursuant in such Excluded Property. In addition, with respect to clauses (i) and (ii) above, immediately upon the ineffectiveness, lapse or termination of the provisions of such agreements or laws which prohibit or require the consent of any Person as a condition to the Communications Act creation by Borrower of 1934a security interest or Lien thereon or that would be breached or give the other party the right to terminate it as a result thereof, as amendedBorrower shall be deemed to have granted a security interest in, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest its rights, titles and interests in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)and to, such Excluded Property. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for Each Grantor hereby pledges, assigns and grants to the prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Administrative Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured CreditorsLender Parties, a continuing security interest of first priority in (subject only to Permitted Liens) all of the its right, title and interest of such Grantor in, to and under any the personal property that and other assets described in this Article II, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor may now own (including under any trade name or hereafter acquirederivations thereof), includingand whether owned or consigned by or to, but not limited or leased from or to, such Grantor, and regardless of where located (all of which will be collectively referred to as the following:“Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) the U.S. Levi’s Patents, U.S. Levi’s Trademarks, U.S. Levi’s Copyrights and Licenses (and all Commercial Tort Claimsproceeds therefrom), including but not limited to without limitation all U.S. Levi’s Copyrights used in conjunction with selling, advertising and/or marketing any goods or materials bearing the Commercial Tort Claims described on Schedule H; U.S. Levi’s Trademarks; (iv) all InventoryDocuments; (v) all EquipmentGeneral Intangibles; (vi) all Goods; (vii) all Pledged Debt; (viii) all Instruments; (viiiix) all Inventory; (x) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereundercash or cash equivalents; (xii) all Letters of CreditDeposit Accounts with any bank or other financial institution; (xiii) all Letter Commercial Tort Claims relating to any of Credit Rights;the foregoing; and (xiv) all General Intangibles; (xv) all Marksaccessions to, substitutions for and replacements, proceeds, insurance proceeds and products 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 General Intangibles at any time evidencing or relating to any of the registrations foregoing; to secure the prompt and right complete payment and performance of the Secured Obligations. Notwithstanding anything herein to all renewals thereofthe contrary, in no event shall the Collateral include, and the goodwill of the business of such no Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and shall be deemed to have granted a security interest in any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights inor interests in any license, contract or agreement to which such Grantor is a party or under, any of its rights or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License 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 prohibited at a party (other than to the extent that time from granting 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 therein pursuant in, all such rights and interests as if such provision had never been in effect. Notwithstanding anything herein to the Communications Act contrary, neither the U.S. Borrower nor any other Grantor shall be deemed to have granted a security interest in (i) any Equity Interests of 1934any Subsidiary, as amended, and (ii) any 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 rules, regulations and policies promulgated thereunder, but includes, U.S. Levi’s Trademarks to the maximum extent not prohibited 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 lawthe U.S. Patent and Trademark Office with respect to such U.S. intent-to-use trademark application, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of the security interest in this Section 2.1 being herein collectively referred hereunder shall automatically and immediately apply to as such U.S. intent-to-use trademark application without the “Security Agreement Collateral”)need of any further action by the parties. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security Each Grantor hereby pledges, assigns and grants to the Agent, on behalf of and for the benefit of the Secured Parties, and to secure the prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured CreditorsObligations, a continuing security interest of first priority in (subject only to Permitted Liens) all of the its right, title and interest of such Grantor in, to and under any all of the following personal property that and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of, such Grantor may now own (including under any trade name or hereafter acquirederivations thereof), including, but not limited and regardless of where located (all of which are collectively referred to as the following:“Collateral”): (i) all Accounts; (ii) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HIntellectual Property; (iv) all InventoryDocuments; (v) all Equipment; (vi) all GoodsFixtures; (vii) all General Intangibles; (viii) all Goods; (ix) all Instruments; (viiix) all Inventory; (xi) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of CreditLetter-of-Credit Rights and Supporting Obligations; (xiii) all Letter of Credit RightsDeposit Accounts; (xiv) all General IntangiblesCommercial Tort Claims as specified from time to time in Exhibit E; (xv) all Marks, together cash or other property deposited with the registrations and right to all renewals thereof, and the goodwill Agent or any Lender or any Affiliate of the business Agent or any Lender or which the Agent, for its benefit and for the benefit of the other Secured Parties, or any Lender or such Grantor symbolized by Affiliate is entitled to retain or otherwise possess as collateral pursuant to the Marksprovisions of this Security Agreement or any of the Loan Documents or any agreement relating to any Letter of Credit, including amounts on deposit in the Cash Collateral Account; (xvi) all Patents books, records, files, correspondence, computer programs, tapes, disks and Copyrights, and all reissues, renewals related data processing software which contain information identifying or extensions pertaining to any of the foregoing or any Account Debtor or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof;; and (xvii) any and all Software accessions to, substitutions for and computer programs replacements, products and cash and non-cash proceeds of the foregoing (including any claims to any items referred to in this definition and any intellectual property rights therein and all other proprietary information claims against third parties for loss of, damage to or destruction of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) any or all of such Grantor’s rights inthe Collateral or for proceeds payable under or unearned premiums with respect to policies of insurance) in whatever form, including cash, negotiable instruments and other instruments for the payment of money, Chattel Paper, security agreements and other documents. Notwithstanding the foregoing or anything herein to the contrary, in no event shall the “Collateral” include or under, or relating to, the security interest attach to (i) any Excluded Asset; and (ii) any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License Licenses to the extent, but only to the extent, that such Grantor is prohibited any law, regulation, permit, order, policy, decision or decree of any Governmental Authority in effect at that the time from granting applicable thereto prohibits the creation of a security interest therein pursuant therein, provided, however, that (x) the right to the Communications Act receive any payment of 1934money in respect of such FCC License (including, as amendedwithout limitation, general intangibles for money due or to become due), (y) any proceeds, rents, profits, income or benefits of any FCC License, and the rules, regulations and policies promulgated thereunder, but includes, (z) to the maximum extent not prohibited provided by law, all rights incident or appurtenant to any such the FCC License and the rights to receive all proceeds derived from or in connection with the saleLicenses, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)shall not be excluded, but shall constitute Collateral hereunder. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. Each Granting Party (a1) As that is a Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, 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 when due of all (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HContracts; (iv) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ixd) all Documents; (xe) all Deposit Accounts Equipment (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited thereinother than Vehicles); (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xivf) all General Intangibles; (xvg) all Marks, together with the registrations and right to Instruments; 185 13 (h) all renewals thereof, and the goodwill of the business of such Grantor symbolized by the MarksIntellectual Property; (xvii) all Patents and Copyrights, and all reissues, renewals or extensions thereofInventory; (xviij) all Software books and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard records pertaining to any of the foregoing; (k) the Collateral Proceeds Account; and (xxl) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided however, that (x) Collateral shall not include any Pledged Collateral, or any property subject to or assets specifically excluded from Pledged Collateral (including any Excluded Foreign Subsidiary Stock, and any Capital Stock of any Foreign Subsidiary in excess of 65% of any series of such stock); and (y) in the grant case of any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses or other contracts or agreements with or issued by Persons (other than a Subsidiary of the Borrower) that would otherwise be included in the Security Collateral, no security interest in the right, title and interest of any Granting Party thereunder or therein will be granted pursuant to this Section 2.1 being herein collectively referred 2 (and such Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses or other contracts or agreements shall not be deemed to as the “Security Agreement Collateral”). (b) It is expressly agreed and acknowledged that the security interests constitute a part of the Collateral Agent Security Collateral) for so long as, and to the extent that, the granting of a security interest in the right, title and interest of such Grantor thereunder or therein pursuant to the terms hereof would result in a breach, default or termination of such Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses or other contracts or agreements and (z) in the case of the Equipment that would otherwise be included in the foregoing Collateral, the foregoing will not be deemed to grant a security interest therein under this Agreement extend (and such Equipment shall not be deemed to all Security Agreement Collateral which any Grantor may acquire at any time during constitute a part of the continuation Collateral) if such Equipment is subject to a Lien permitted by subsection 8.3(h) of this the Senior Secured Credit Agreement.. 186 14

Grant of Security Interest. Each Grantor hereby collaterally assigns, grants, mortgages and pledges to the Administrative Agent, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, 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 and wherever the same may be located (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all (whether at stated maturity, by acceleration or otherwise) of the Obligations (as defined in Section 2.2 below)including, each Grantor does hereby collaterally assign and transfer unto the Collateral Agentwithout limitation, and does hereby grant to the Collateral Agent for the benefit any extensions, modifications, substitutions, amendments or renewals of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) any or all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the following:Obligations): (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described listed on Schedule H6 hereto as such Schedule 6 may be supplemented pursuant to Section 4.7; (ivd) all Contracts; (e) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) all Fixtures; (i) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property and Intellectual Property Licenses; (m) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiin) all Investment Property; (ixo) all DocumentsMoney; (xp) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited thereinReceivables; (xiq) all Contracts, together with other property not otherwise described above (except for property specifically excluded from any Contract Rights arising thereunderdefined term used in any clause above); (xiir) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations books and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxs) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and all accessions to, substitutions and replacements for, and rents, profits and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject foregoing; provided that, notwithstanding anything to the contrary herein, (x) this Agreement shall not constitute a grant of a security interest in this Section 2.1 being herein collectively referred Excluded Assets and (y) in no event shall perfection by control or possession or similar arrangements be required with respect to as any Collateral, other than in respect of (A) certificated equity interests in the “Security Agreement Collateral”). Borrowers and the wholly-owned Restricted Subsidiaries otherwise required to be pledged pursuant to the terms of any Loan Document and (bB) It is expressly agreed thecertain Pledged Notes, including the Global Intercompany Note and acknowledged that (C) Deposit Accounts or Securities Accounts requiring perfection through control agreements under the security interests of Credit Agreement. Notwithstanding anything to the Collateral Agent contrary, no actions in any jurisdiction outside the United States shall be required under this Agreement extend in order to all Security Agreement Collateral which create any Grantor may acquire at security interests in assets located or titled outside of the United States or to perfect any time during security interests in such assets, including any Intellectual Property registered or applied-for in any jurisdiction outside the continuation United States (it being understood that there shall be no security agreements or pledge agreements in respect of such assets governed under the laws of any jurisdiction outside the United States). For the avoidance of doubt, nothing in this AgreementSection 2 shall be construed as granting an actual assignment of the Collateral.

Grant of Security Interest. Each Guarantor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders (a) As and any affiliates of any Lender to which Borrower Hedge Agreement Obligations or Borrower Cash Management Obligations are owing), a security interest in, all of the following property now owned or at any time hereafter acquired by such Guarantor or in which such Guarantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGuarantor’s Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HDocuments of Title; (ivd) all Equipment; (e) all Intangibles; (f) all Instruments; (g) all Intellectual Property; (h) all Inventory; (vi) all EquipmentPledged Securities; (vij) all Goodsother personal property not otherwise described above; (viik) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) books and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xx1) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject to foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in (i) any leasehold interest in real property, (ii) any Intellectual Property if the grant of such security interest shall constitute or result in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”). abandonment, invalidation or rendering unenforceable any rights, title or interest of any Guarantor therein, (biii) It is expressly agreed and acknowledged that the security interests any of the Collateral Agent Excluded Notes or any Guarantor’s rights under this Agreement extend the Forward Subscription Agreements, (iv) any Vehicles, Deposit Accounts or Money (other than any Deposit Accounts or Money which are Proceeds of the Collateral) and all Proceeds thereof and (v) any property to all Security Agreement Collateral which the extent that such grant of a security interest is prohibited by any Grantor may acquire at Requirements of Law of a Governmental Authority, requires a consent not obtained of any time during Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach or default under or results in the continuation termination of this Agreementor 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 Pledged Securities, 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.

Grant of Security Interest. (a) As security for To secure the prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below)Obligations, each Grantor does Borrower hereby collaterally assign and transfer unto the Collateral grants to Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured CreditorsParties, a continuing security interest in and Lien upon all Property of first priority in (subject only to Permitted Liens) such Borrower, including all of the rightfollowing Property, title and interest of such Grantor in, to and under any personal property that such Grantor may whether now own owned or hereafter acquireacquired, including, but not limited to the followingand wherever located: (ia) all Accounts; (iib) all Chattel Paper, including electronic chattel paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described those shown on Schedule H9.1.16; (ivd) all InventoryDeposit Accounts; (ve) all EquipmentDocuments; (vif) all General Intangibles, including Intellectual Property; (g) all Goods, including Inventory, Equipment and fixtures; (viih) all Instruments; (viiii) all Investment Property; (ixj) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivk) all General IntangiblesSupporting Obligations; (xvl) all Marksmonies, together with whether or not in the registrations and right to all renewals thereofpossession or under the control of Agent, and the goodwill a Lender, or a bailee or Affiliate of the business of such Grantor symbolized by the MarksAgent or a Lender, including any Cash Collateral; (xvim) all Patents and Copyrightsaccessions to, substitutions for, and all reissuesreplacements, renewals 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 extensions thereof;destruction of any Collateral; and (xviin) all Software books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer programs and any intellectual property rights therein and all other proprietary information of such Grantorrecords) pertaining to the foregoing. Notwithstanding anything to the contrary contained herein, including, but the Collateral shall not limited to, Trade Secret Rights;be deemed to include: (xviiio) all any General Intangible, Chattel Paper, License or Instrument which by its terms prohibits the creation of a Lien therein (whether by assignment otherwise), except to the extent that (but subject to the limitations of) Sections 9-406(d), 9-407(a) or 9-408 of the UCC are effective to render any such Grantor’s rights in, to or under, or relating to, any FCC Licenseprohibition ineffective; provided, however, that such Lien shall attach immediately at such time as the condition causing such restriction shall be remedied or is otherwise not in existence; provided, further, however, that if any General Intangible, Chattel Paper, or Instrument contains any term restricting or requiring consent of any Person (other than a Grantor) obligated thereon to any exercise of remedies under the applicable Security Agreement Collateral Documents in respect of the Liens therein granted under the granting clause in the applicable Security Documents, then the enforcement of such Lien under the applicable Security Documents shall be subject to obtaining consent thereto (but such provision shall not limit the creation, attachment or perfection of the Liens under such Security Document);any permit, lease, license (including any License) or franchise to the extent any Law applicable thereto is effective to prohibit the creation of a security interest therein; (p) any Property that is subject to an agreement which by its terms prohibits the creation of a Lien therein (whether by assignment or otherwise or that would provide the third party to such agreement the right to terminate such agreement), except to the extent that Sections 9-406(d), 9-407(a) or 9-408(a) of the UCC are effective to render any such prohibition ineffective; provided, however, that such Lien shall attach immediately at such time as defined belowthe condition causing such restriction shall be remedied or is otherwise not in existence; provided, further, however, that if any such agreement contains any term restricting or requiring consent of any Person (other than a Borrower) does obligated thereon to any exercise of remedies under the applicable Security Documents in respect of the Lien therein granted under the granting clause in the applicable Security Document (and no restriction on the creation, attachment or perfection of the Lien), then the enforcement of such Lien under the applicable Security Document shall be subject to obtaining a consent) (but such provision shall not include limit the creation, attachment or perfection of the Lien in such Property under the applicable Security Document); (q) any Equipment (including any Software incorporated therein) owned by any Borrower on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money obligation or Capital Lease permitted to be incurred pursuant to the provisions hereunder shall be excluded from the Lien granted hereunder, and shall not be included in the Collateral, to the extent that the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or Capital Lease) validly prohibits the creation of any other Lien on such Collateral; provided, however, that such Lien shall attach immediately at such time as the condition causing such restriction shall be remedied or is otherwise not in existence; (r) any time any FCC License “intent-to-use” application for Trademark registration filed pursuant to Section 1(b) of the Xxxxxx Xxx, 00 X.X.X. §0000, prior to the filing under Section 1(c) or Section 1(d) of the Xxxxxx Act of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, solely to the extent, but only to the extentif any, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amendedthat, and solely during the rulesperiod, regulations and policies promulgated thereunderif any, but includesin which, the grant of a Lien therein prior to such filing would impair the maximum extent not prohibited by law, all rights incident validity or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer enforceability of any FCC Licenseregistration that issues from such intent-to-use Trademark application under applicable federal law; (xixs) all insurance policies the UBS Auction Rate Securities, the proceeds thereof and supporting obligations with regard any deposit and/or securities account in which the UBS Auction Rate Securities and/or the proceeds thereof are held (to any the extent that the UBS Auction Rate Securities and/or the proceeds thereof are the only contents of such account(s)); (t) more than 65% of the foregoingvoting stock of any Foreign Subsidiary or any assets of any Foreign Subsidiary; and (xxu) all Proceeds the funds required to be reserved to (i) pay the administrative expense claim of Tessera, Inc. pursuant to the Plan of Reorganization and products (ii) fund the Claims Agent Fund, as defined in and pursuant to the Plan of Reorganization (collectively, the “Segregated Funds”), the proceeds thereof and any and all deposit and/or securities accounts in which the Segregated Funds are held (to the extent that the Segregated Funds and/or the proceeds thereof are the only contents of such account(s)); provided, that if the Segregated Funds are in excess of the foregoing amount necessary to satisfy the claims under clauses (all of the property i) and (ii) above, such excess funds shall be deemed Collateral and shall be transferred to a Deposit Account subject to the grant of security interest in this Agent’s control pursuant to Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)8.5.1. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for To secure the prompt payment to Lender of the Obligations, whether now existing or hereinafter arising, Guarantor hereby irrevocably grants to Lender, a first and complete payment and performance when due of continuing security interest in all of the Obligations following property of Guarantor, whether now owned or existing or hereafter acquired: all assets of Guarantor, including all Accounts, chattel paper, commercial tort claims set forth on Schedule 3.1 hereto, deposit accounts and other bank accounts wherever maintained and established (as defined and all funds at any time paid, deposited, credited or held in Section 2.2 belowsuch accounts), each Grantor does hereby collaterally assign documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, all fictional business names, trading names, registered and transfer unto unregistered trademarks, service marks, domain names and the Collateral Agentgoodwill associated with any of the foregoing, all patents, patent applications, inventions and discoveries that may be patentable, all copyrights in both published and unpublished original works of authorship (whether registered or unregistered), the moral and economic rights of authors and inventors, all know-how, trade secrets, confidential information, customer lists, technical information, data, process technology, plans, drawings, and does hereby grant blue prints, in each case, as owned, used, or licensed by the Guarantor as licensee or licensor in the operation of the Guarantor’s business, software (for purposes of this definition of Collateral only, “software” shall have the meaning provided in Article 9 of the UCC), supporting obligations, contract rights and all books and records related to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) foregoing and all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the following: (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H; (iv) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts proceeds (including, without limitation, “proceeds” as defined in Article 9 of the UCC) of any of the foregoing, including without limitation interest, dividends, cash, instruments, insurance proceeds and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the Cash Collateral Account) sale or other disposition of any or all of the foregoing and all additions and accessions to any monies, securities and instruments deposited or required to be deposited therein; of the foregoing (xi) all Contractsthe foregoing, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right other asset in which Guarantor shall grant a security interest to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights inLender, to or undersecure the Obligations, or relating tocollectively, any FCC License; provided, however, the “Collateral”). Guarantor will supplement this Guaranty from time to time at Lender’s request to grant Lender a first security interest in all commercial tort claims that the Security Agreement Collateral (as defined below) does not include Guarantor may at any time have against any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)Person. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for To secure the prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral AgentObligations, and does in addition to any other collateral or Lien securing the Obligations, the Borrower hereby grant grants to the Collateral Agent for itself and for the benefit of the Secured CreditorsLenders, a continuing security interest in and to and a pledge of first priority in (subject only to Permitted Liens) all of the right, title tangible and interest of such Grantor in, to and under any intangible personal property that such Grantor may and assets of the Borrower (the "Collateral"), whether now own owned or existing or hereafter acquire, acquired or arising and wheresoever located including, but not limited to the following: without limitation: (ia) all Accounts; , (ii) all Chattel Paper; (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H; (ivb) all Inventory; , (vc) all Equipment; , (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xivd) all General Intangibles; , (xve) any and all deposits or other sums at any time credited by or due from the Lenders to the Borrower, whether in the Cash Concentration Account, another depository account, or other account, (f) all MarksInstruments, together with documents, documents of title, policies and certificates of insurance, investment property, goods, choses in action, Chattel Paper, cash or other property, to the registrations and right extent owned by the Borrower or in which the Borrower has an interest, (g) all Collateral which now or hereafter is at any time in the possession or control of any of the Lenders or in transit by mail or carrier to all renewals thereofor from any of the Lenders or in the possession of any Person acting in a Lender's behalf, without regard to whether such Lender received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether such Lender had conditionally released the same, and the goodwill any and all balances, sums, proceeds and credits of the business of Borrower with such Grantor symbolized by the Marks; Lender, (xvih) all Patents and Copyrightsaccessions to, substitutions for, and all reissuesreplacements, renewals or extensions thereof; (xvii) all Software Products and computer programs and any intellectual Proceeds of the herein above-referenced property rights therein and all other proprietary information of such Grantor, the Borrower described in this Section 4.1 including, but not limited to, Trade Secret Rights; proceeds of insurance policies insuring such property and (xviiii) all of such Grantor’s rights inbooks, to or underrecords, or relating and other property (including, but not limited to, any FCC License; providedcredit files, howeverprograms, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extentprintouts, but only to the extentcomputer software, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amendedprograms, and disks, magnetic tape and other magnetic media, and other materials and records) of the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant Borrower pertaining to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any above-referenced property of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)Borrower. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. Each Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, 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 (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor’s Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HDeposit Accounts; (ivd) all Documents (other than title documents with respect to Vehicles); (e) all Equipment; (f) all Fixtures; (g) all General Intangibles; (h) all Instruments; (i) all Intellectual Property; (j) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiik) all Investment Property; (ixl) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivm) all General Intangiblesother property not otherwise described above (except for any property specifically excluded from any clause in this section above, and any property specifically excluded from any defined term used in any clause of this section above); (xvn) all Marks, together with the registrations books and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxo) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject to foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in this Section 2.1 being herein collectively referred any property to as the “Security Agreement Collateral”). extent that such grant of a security interest 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 (b) It is expressly agreed and acknowledged that the security interests other than any of the Collateral Agent foregoing issued by a Grantor), 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 this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreementapplicable law.

Grant of Security Interest. (a) As security for To secure the prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below)Obligations, Holdings and each Grantor does Borrower hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant grants to the Collateral Agent for the benefit of the Secured CreditorsParties, or confirms that Agent already possesses, a continuing security interest in and Lien upon all Property of first priority in (subject only to Permitted Liens) Holdings and such Borrower, including all of the rightfollowing Property, title and interest of such Grantor in, to and under any personal property that such Grantor may whether now own owned or hereafter acquireacquired, including, but not limited to the followingand wherever located: (ia) all Accounts; (iib) all Chattel Paper, including electronic chattel paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H; (ivd) all InventoryDeposit Accounts; (ve) all EquipmentDocuments; (vif) all General Intangibles, including Intellectual Property; (g) all Goods, including Inventory, Equipment and fixtures; (viih) all Instruments; (viiii) all Investment Property; (ixj) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivk) all General IntangiblesSupporting Obligations; (xvl) all Marksmonies, together with whether or not in the registrations and right to all renewals thereofpossession or under the control of Agent, and the goodwill a Lender, or a bailee or Affiliate of the business of such Grantor symbolized by the MarksAgent or a Lender, including any Cash Collateral; (xvim) all Patents and Copyrightsaccessions to, substitutions for, and all reissuesreplacements, renewals 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 extensions thereof;destruction of any Collateral; and (xviin) all Software books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer programs records) pertaining to the foregoing. Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to any contract or agreement to which Holdings or any Borrower is a party or to any of its rights or interests thereunder if and any intellectual property rights therein and all other proprietary information for so long as the grant of such Grantorsecurity interest shall constitute or result in (A) the unenforceability of any right of Holdings or such Borrower therein or (B) in a breach or termination pursuant to the terms of, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or a default under, any such contract or relating toagreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any FCC Licenseother applicable law or principles of equity); provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to shall attach immediately at such time as the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includescondition causing such unenforceability shall be remedied and, to the maximum extent not prohibited by lawseverable, all rights incident or appurtenant shall attach immediately to any portion of such FCC License and the rights to receive all proceeds derived from contract or agreement that does not result in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and consequences specified in clause (xxA) all or (B) above, including any Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)such contract or agreement. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As Each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent, for the benefit of the Secured Parties, and grants to the Collateral Agent, for the benefit of the Secured Parties, a lien on and security interest in (the “Security Interest”), all of its right, title and interest in, to and under 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 when due of all (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingObligations: (i) all Accounts; (ii) all Chattel PaperPaper evidencing any Accounts; (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HInstruments evidencing any Accounts; (iv) all InventorySupporting Obligations relating to Accounts; (v) all EquipmentCollateral Accounts, all Controlled Accounts and all Government Receivables Deposit Accounts; (vi) all Goods;books and records pertaining to the Collateral; and (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by lawotherwise included, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all foregoing; provided, that none of the property subject items included in clauses (i) through (vii) above shall constitute Collateral to the extent (and only to the extent) that the grant of security interest the Security Interest therein would violate any Requirement of Law applicable to such Collateral; provided further that notwithstanding anything to the contrary in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)or any other Credit Document, (x) cash, cash equivalents and other amounts deposited in any Controlled Account will not constitute Collateral except to the extent such cash, cash equivalents or other amounts are Proceeds of Accounts that are otherwise Collateral and (y) the Collateral shall in no event include any Principal Properties. (b) It is expressly agreed Each Grantor hereby irrevocably authorizes the Collateral Agent and acknowledged that its Affiliates, counsel and other representatives, at any time and from time to time, to file or record financing statements, amendments to financing statements and, with notice to the Parent 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 Agreement extend to all Security Agreement Agreement. Each Grantor hereby also authorizes the Collateral which any Grantor may acquire 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 Security 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 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 Security Interests are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. (c) Notwithstanding any other provision hereof, to the extent that any portion of the Collateral is construed to include one or more Principal Properties (it being understood that any such construction would be in direct violation of clause (y) of the proviso to Section 2(a) above), the principal amount of Obligations secured by all such Principal Properties shall be limited to the maximum aggregate principal amount of indebtedness that may be secured at any time without giving rise to any requirement under the 0000 Xxxxxxxxx to secure any obligation thereunder equally and ratably (or prior to) the Obligations (it being understood that the principal amount of Obligations secured by the Principal Properties of any Grantor shall in no event be reduced as a result of any security interest granted or obligation incurred after the Original Closing Date and during the continuation pendency of this any Insolvency Proceeding (as defined in the Intercreditor Agreement) with respect to such Grantor). If after the Closing Date any Retained Indebtedness becomes required to be secured by a Lien on Principal Properties as a result of (a) the Parent Borrower or any Subsidiary granting a Lien on any Principal Property, but only if such requirement would have arisen solely as a result of Liens on Principal Properties other than Liens granted pursuant to any Security Document, (b) the Parent Borrower or any Subsidiary entering into any Sale and Lease-Back Transaction (as defined in the 1993 Indenture, as in effect on the Original Closing Date), (c) any 1993 Restricted Subsidiary incurring Debt (as defined in the 1993 Indenture as in effect on the Original Closing Date) or issuing Preferred Stock (as defined in the 1993 Indenture as in effect on the Original Closing Date), or (ii) the 1993 Indenture ceases to be in effect as a result of a satisfaction and discharge or defeasance thereof in accordance with its terms, then, in each such case, the Obligations secured hereunder by Collateral consisting of one or more Principal Properties shall become equal to the maximum aggregate amount of Obligations outstanding.

Grant of Security Interest. (a) As security Each Grantor hereby pledges, assigns and grants to the Agent, on behalf of and for the benefit of the Secured Parties, and to secure the prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured CreditorsObligations, a continuing security interest of first priority in (subject only to Permitted Liens) all of the its right, title and interest of such Grantor in, to and under any all of the following personal property that and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of, such Grantor may now own (including under any trade name or hereafter acquirederivations thereof), including, but not limited and regardless of where located (all of which are collectively referred to as the following:“Collateral”): (i) all Accounts; (ii) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HIntellectual Property; (iv) all InventoryDocuments; (v) all Equipment; (vi) all GoodsFixtures; (vii) all General Intangibles; (viii) all Goods; (ix) all Instruments; (viiix) all Inventory; (xi) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters letters of Creditcredit, Letter-of-Credit Rights and Supporting Obligations; (xiii) all Letter of Credit RightsDeposit Accounts; (xiv) all General IntangiblesCommercial Tort Claims as specified from time to time in Exhibit E; (xv) all Marks, together cash or other property deposited with the registrations and right to all renewals thereof, and the goodwill Agent or any Lender or any Affiliate of the business Agent or any Lender or which the Agent, for its benefit and for the benefit of the other Secured Parties, or any Lender or such Grantor symbolized by Affiliate is entitled to retain or otherwise possess as collateral pursuant to the Marksprovisions of this Security Agreement or any of the Loan Documents or any agreement relating to any Letter of Credit, including amounts on deposit in the Cash Collateral Account; (xvi) all Patents books, records, files, correspondence, computer programs, tapes, disks and Copyrights, and all reissues, renewals related data processing software which contain information identifying or extensions pertaining to any of the foregoing or any Account Debtor or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof;; and (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all accessions to, substitutions for and replacements, products and cash and non-cash proceeds of the foregoing (including any claims to any items referred to in this definition and any claims against third parties for loss of, damage to or destruction of any or all of the property subject Collateral or for proceeds payable under or unearned premiums with respect to policies of insurance) in whatever form, including cash, negotiable instruments and other instruments for the payment of money, Chattel Paper, security agreements and other documents. Notwithstanding the foregoing or anything herein to the grant of contrary, in no event shall the “Collateral” include or the security interest in this Section 2.1 being herein collectively referred attach to as the “Security Agreement Collateral”)any Excluded Asset. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for the prompt Pledgor hereby pledges and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below)grants to Secured Party, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured CreditorsLender, a continuing lien on and security interest of first priority in (subject only to Permitted LiensI) all of the Pledgor's right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to all the following: (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H; (iv) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) common stock and any monies, other equity securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with interests owned by Pledgor in the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such GrantorCompany, including, but not limited to, Trade Secret Rights; (xviii) those equity securities identified on Schedule I hereto, and all additional equity interests or other securities of the Company from time to time acquired by Pledgor in any manner, including, without limitation, all of such Grantor’s rights Pledgor's right, title and interest in, to and under all (i) distributions of profits and income of the Company, (ii) capital distributions from the Company, (iii) distributions of cash flow by the Company, (iv) proceeds of any liquidation upon the dissolution of the Company and winding up of its affairs and (v) all other rights of Pledgor as a stockholder or underother equity interest holder of the Company including, or relating towithout limitation, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with reports, accounting and information and voting rights but excluding the sale, assignment or transfer right of any FCC License; (xix) all insurance policies and supporting obligations with regard to any Pledgor under Section 2.5 of the foregoing; and TAC Stock Purchase Agreement to purchase up to 625,000 additional shares of the Company's common stock (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement "Interests"), (II) all of Pledgor's right, title and interest in, to and under any and all other rights to payment, whether in the nature of distributions, fees, compensation, or of any other nature or description, and all proceeds thereof, regardless of whether paid in Pledgor's capacity as a shareholder of the Company, which are made from the Company, or other Persons to the extent that such payments are derived from the Company, which shall be presumed absent clear and convincing evidence to the contrary determined by Secured Party at such time, to or for the benefit of Pledgor, the Company or any Affiliate of Pledgor or the Company (each of the foregoing, a "Payment" and, together with the Interests, the "Rights"), (III) all of Pledgor's right, title and interest in, to and under the Transaction Agreements, and (IV) all Proceeds in respect of the foregoing (collectively, the "Pledged Collateral”"), as collateral security for the due and punctual payment and performance of the Obligations. (b) It is expressly agreed and acknowledged that Notwithstanding the security interests interest in the Interests granted to and created in favor of Secured Party, for the benefit of Lender, by this Agreement, Pledgor shall have the right, until the occurrence of any of the Collateral Agent Events of Default specified in Section 7 hereof, to retain all voting rights with respect to the Interests and the right to exercise any and all rights against the seller under this the BenTov Stock Purchase Agreement extend and the company under the TAC Stock Purchase Agreement. (c) From the date hereof until indefeasible payment in full of the Obligations, Pledgor hereby agrees that all distributions and other payments by the Company which would otherwise be distributed or paid to all Security Agreement Collateral which Pledgor or any Grantor may acquire at any time assigns or Affiliates of Pledgor shall, upon the occurrence and during the continuation of an Event of Default (as herein defined), be distributed or paid by the Company to Secured Party, for the benefit of Lender, and all distributions and payments received by Pledgor contrary to this clause (c) shall be (i) received in trust for the benefit of Secured Party, (ii) segregated from the other funds of Pledgor, and (iii) delivered to Secured Party forthwith in the same form as so received (with any necessary endorsement), to be held by Secured Party as part of the Pledged Collateral under and subject to the terms of this Agreement. Irrespective of whether an Event of Default has occurred and is continuing, all securities received in addition to or in exchange for the Interests shall be delivered forthwith to Secured Party in the exact form received, with Pledgor's endorsement when necessary and/or appropriate stock powers or assignments duly executed in blank, to be held by Secured Party, subject to the terms hereof, as further collateral security for the Obligations.

Grant of Security Interest. (a) As Each Grantor hereby assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Secured Parties, a security for interest in all of such Grantor’s now owned or hereafter acquired right, title and interest in, to and under, each of the following to secure the prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in Obligations (subject only to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the following: (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule H; (iv) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Collateral”): (i) Accounts (including any and all Supporting Obligations in respect thereof), (ii) Books, (iii) General Intangibles (including any and all Supporting Obligations in respect thereof), (iv) Inventory, (v) Investment Property (including any and all Supporting Obligations in respect thereof), (vi) Negotiable Collateral (including any and all Supporting Obligations in respect thereof), (vii) money or other assets of each such Loan Party that arise from or relate to Accounts, Books, General Intangibles, Inventory, Investment Property, or Negotiable Collateral and that now or hereafter come into the possession, custody, or control of the Administrative Agent, and (viii) the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance covering any or all of the foregoing, and any and all Accounts, Books, General Intangibles, Inventory, Investment Property, Negotiable Collateral, money, Deposit Accounts, or other tangible or intangible property resulting from the sale, exchange, collection, or other disposition of any of the foregoing, or any portion thereof or interest therein, and the proceeds thereof. Notwithstanding the foregoing or anything in this Security Agreement Collateral”). or in any other Loan Document to the contrary, Collateral shall not include any (bi) It is expressly agreed and acknowledged that Excluded Property, (ii) the security interests proceeds of the Collateral Agent under this Agreement extend Secured Notes, (iii) equity shares, assets or any other interest in or to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this AgreementUnrestricted Subsidiaries and (iv) Notes Priority Collateral.

Grant of Security Interest. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, 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 (a) As collectively, the "Collateral"), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor's Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HDeposit Accounts; (ivd) all InventoryDocuments; (ve) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xivf) all General Intangibles; (xvg) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the MarksInstruments; (xvih) all Patents and Copyrights, and all reissues, renewals or extensions thereofIntellectual Property; (xviii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret RightsInventory; (xviiij) all Investment Property (k) all Letter of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral Credit Rights (as defined belowl) does all other personal property not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC Licenseotherwise described above; (xixm) all insurance policies books and supporting obligations with regard records pertaining to any of the foregoingCollateral; and (xxn) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject to foregoing. provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in this (1) any property to the extent that such grant of a security interest (i) is prohibited by any Requirement of Law of a Governmental Authority or requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law, or (ii) 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 or in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, or (iii) constitutes or results in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor under any contract, license, agreement, instrument or other document (including, to the extent applicable, any trademark applications filed in the United States Patent and Trademark Office on the basis of any Grantor's "intent-to-use" such trademark), except to the extent that (x) 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, or (y) any such prohibition, default or other term would be rendered ineffective pursuant to Section 2.1 being herein collectively referred to as 9-406, 9-407, 9-408 or 9-409 of the “Security Agreement Collateral”). (b) It is expressly agreed UCC of any relevant jurisdiction or any other applicable law or principles of equity, and acknowledged provided that the security interests interest created hereby shall attach immediately to any portion of such property that does not result in any of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which consequences specified above, or (2) more than 66% of the total outstanding Foreign Subsidiary Voting Stock of any Grantor may acquire at any time during the continuation of this AgreementExcluded Foreign Subsidiary.

Grant of Security Interest. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, 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 (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor’s Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HDeposit Accounts; (ivd) all Documents (other than title documents with respect to vehicles); (e) all Equipment; (f) all Fixtures; (g) all General Intangibles; (h) all Instruments; (i) all Intellectual Property; (j) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiik) all Investment Property; (ixl) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivm) all General Intangiblesother property not otherwise described above (except for any property specifically excluded from any clause in this section above, and any property specifically excluded from any defined term used in any clause of this section above); (xvn) all Marks, together with the registrations books and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxo) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject to foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest (x) 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 or (y) in any license or use agreement, any trademark license for which a Grantor is a licensee or any copyright license for which a Grantor is a licensee, in each case in this Section 2.1 being herein collectively referred to as clause (y) if (i) the “Security Agreement Collateral”)terms thereof prohibit the assignment of such contract, license or use agreement or a grant of a security interest or Lien therein and (ii) the violation of such terms would constitute a default thereunder. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all of the 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 (a) As collectively, the "Collateral"), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor's Obligations,: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HContracts; (ivd) all Deposit Accounts; (e) all Documents; (f) all Equipment; (g) all General Intangibles; (h) all Instruments; (i) all Intellectual Property; (j) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiik) all Investment Property; (ixl) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivm) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, Revenue Participation Rights and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Master Agreement Rights; (xviiin) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extentextent such assignment, but only to the extent, that such Grantor is prohibited at that time from granting transfer and grant of a security interest therein pursuant to does not constitute a breach or default under or result in the Communications Act dissolution of 1934DonTech II or the termination of the Partnership Agreement (unless the term in the Partnership Agreement providing for any such breach, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by default or termination is ineffective under applicable law), all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC LicensePartnership Rights; (xixo) all insurance policies other property not otherwise described above; (p) all books and supporting obligations with regard records pertaining to any of the foregoingCollateral; and (xxq) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject to foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in this Section 2.1 being herein collectively referred any property to as the “Security Agreement Collateral”)extent that such grant of a security interest is (i) 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, (ii) 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 (iii) in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except in each case 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. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. Each Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, 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 (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingObligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HContracts; (ivd) all Deposit Accounts and cash; (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) all Instruments; (j) all Intellectual Property; (k) all Inventory; (v) all Equipment; (vil) all Goods; (vii) all Instruments; (viiim) all Investment Property; (ixn) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivo) all General IntangiblesCommercial Tort Claims described in Section 4.8 hereof; (xvp) all Marks, together with the registrations books and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxq) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject to foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 2, this Agreement shall not constitute a grant of a security interest in this Section 2.1 being herein collectively referred any property to as the “Security Agreement Collateral”)extent that such grant of a security interest 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. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for To secure the prompt and complete payment and performance when due of all of the Obligations (as defined Obligations, and in Section 2.2 below)addition to any other Collateral securing the Obligations, each Grantor does Borrower hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant grants to the Collateral Agent for the benefit of the Secured Creditors, Lender a continuing security interest of first priority in (subject only and to Permitted Liens) all of the right, title and interest following Property of such Grantor inBorrower, to and under any personal property that such Grantor may whether now own owned or existing or hereafter acquire, including, but not limited to the followingacquired or arising and wheresoever located: (iA) all AccountsFixed Collateral; (iiB) all Chattel PaperRevolving Collateral; (iiiC) any and all Commercial Tort Claimsdeposits or other sums at any time credited by or due from Lender to such Borrower, including but not limited to the Commercial Tort Claims described on Schedule H; (iv) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited whether in a Depository Account or required to be deposited therein; (xi) all Contractsother account, together with any Contract Rights arising thereunderand all instruments, documents, policies and certificates of insurance, securities, goods, Accounts, choses in action, general intangibles, chattel paper, cash or other Property, and the proceeds of each of the foregoing, to the extent owned by the Borrower or in which such Borrower has an interest and which now or hereafter are at any time in the possession or control of the Lender or in transit by mail or carrier to or from Lender or in the possession of any Person acting on Lender's behalf, without regard to whether Lender received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether Lender had conditionally released the same, and any and all balances, sums, proceeds and credits of such Borrower with, and any claims of such Borrower against, Lender; (xiiD) All accessions to, substitutions for and all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marksreplacements, together with the registrations products and right to all renewals thereof, and the goodwill proceeds of the business of such Grantor symbolized by the Marks; Property described in Subsections (xviA), (B) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xviiC) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantorabove, including, but not limited towithout limitation, Trade Secret Rights;proceeds of insurance policies insuring such Property; and (xviiiE) all All books, records and other property (including without limitation, credit files, programs, printouts and other materials and records) of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard Borrower pertaining to any of the foregoing; and Property described in Subsections (xxA), (B), (C) all Proceeds or (D) above. It is acknowledged and products of any agreed that the Obligations shall be secured by a first priority lien on and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”). (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for the prompt and complete payment and performance when due of all or performance, as the case may be, in full of the [First Lien] [Second Lien]1 Obligations (as defined in Section 2.2 belowother than contingent obligations), each Grantor does Grantor, pursuant to the Security Agreement, did and hereby collaterally assign and transfer unto does, to the extent required by the Security Agreement, grant to the [First Lien] [Second Lien] Collateral Agent, its permitted successors and does hereby grant to the Collateral Agent assigns, for the benefit of the [First Lien] [Second Lien] Secured CreditorsParties, a continuing security interest in, all of first priority its right, title or interest in (subject only or to Permitted Liens) any and all of the following assets and properties (solely to the extent that they are part of the [First Lien] [Second Lien] Collateral and expressly excluding the Excluded Collateral) now owned or at any time hereafter acquired by such Grantor and wherever located or in which such Grantor now has 1 Proper terminology to be used as applicable. or at any time in the future may acquire any right, title and or interest of such Grantor in(collectively, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the following:“Patent Collateral”): (ia) all Accountsletters patent of the United States, all registrations and recordings thereof, and all applications for letters patent of the United States, including registrations, recordings and pending applications in the United States Patent and Trademark Office listed on Schedule I and II (the “Patents”); (iib) all Chattel Paperreissues, continuations, divisions, continuations in part, renewals or extensions thereof, and all inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein; (iiic) the right to xxx third parties for past, present and future infringements of any Patent; and (d) all Commercial Tort Claimsproceeds of and any right associated with the foregoing. Notwithstanding the foregoing, including but not limited to in no event shall any Capital Stock (as defined in the Commercial Tort Claims described Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case, whether on Schedule H; the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (ivincluding, without limitation, dividends or distributions), or any proceeds, interest, income or profit (including, without limitation, dividends or distributions) all Inventory; obtained from any Capital Stock (vas defined in the Existing Notes Documentation) all Equipment; of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case, whether on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts including, without limitation, distributions and dividends), constitute Patent Collateral for any purpose herein (including, without limitation the Cash Collateral Account) and grant of any monies, securities and instruments deposited security interest or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill lien in favor of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights[First Lien] [Second Lien] Collateral Agent, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any on behalf of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”[First Lien] [Second Lien] Secured Parties). (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the rateable benefit of the Secured Parties, a security interest in, all of its right, title and interest in and to all of its present and after acquired personal property, including, without limitation, 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 (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor’s Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HContracts; (ivd) all Deposit Accounts; (e) all Documents of Title; (f) all Equipment; (g) all fixtures; (h) all Intangibles; (i) all Instruments; (j) all Intellectual Property; (k) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiil) all Investment Property; (ixm) all DocumentsMoney; (xn) all Deposit Accounts other property not otherwise described above (includingexcept for any property specifically excluded from any clause in this section above, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited thereinproperty specifically excluded from any defined term used in any clause of this section above); (xio) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations books and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxp) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject to foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in this any of the following: (i) any property to the extent that such grant of a security interest 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, (ii) any trucks, trailers, tractors, service vehicles, automobiles, rolling stock or other registered mobile equipment or assets covered by certificates of title or ownership of any Grantor, (iii) any assets or property that the Administrative Agent shall reasonably determine that the costs of obtaining a security interest (including any mortgage, stamp, intangibles or other similar Tax, title insurance or similar items) would be excessive in relation to the value of the security to be afforded thereby, (iv) any fee interests in real property having an individual value (together with improvements thereof) of less than $15,000,000, (v) any assets (including Equity Interests) expressly excluded from Collateral pursuant to Section 2.1 being herein collectively referred 6.10 of the Credit Agreement, (vi) any assets or property of a Person existing at the time such Person is acquired or merged with or into or consolidated with any Grantor that is subject to a Lien permitted by Section 7.3(q) of the Credit Agreement to the extent and for so long as the “Security Agreement Collateral”). contract or other agreement in which such Liens is granted validly prohibits the creation of any other Lien on such property, (bvii) It is expressly agreed assets or property owned by any Grantor on the date hereof or hereafter acquired and acknowledged any proceeds thereof that are subject to a Lien securing a purchase money security interest or Capitalized Lease obligation permitted to be incurred pursuant to the security interests provisions of the Collateral Agent under this Credit Agreement extend to all Security Agreement Collateral the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money security interest or Capitalized Lease obligation) validly prohibits the creation of any Grantor may acquire at other Lien on such assets and proceeds, or (viii) any time during the continuation of this Agreementleaseholds.

Grant of Security Interest. (a) As security for the prompt and complete payment and performance when due of all or performance, as the case may be, in full of the [First Lien] [Second Lien]2 Obligations (as defined in Section 2.2 belowother than contingent obligations), each Grantor does Grantor, pursuant to the Security Agreement, did and hereby collaterally assign and transfer unto does, to the extent required by the Security Agreement, grant to the [First Lien] [Second Lien] Collateral Agent, its permitted successors and does hereby grant to the Collateral Agent assigns, for the benefit of the [First Lien] [Second Lien] Secured CreditorsParties, a continuing security interest in, all of first priority its right, title or interest in (subject only or to Permitted Liens) any and all of the following assets and properties (solely to the extent that they are part of the [First Lien] [Second Lien] Collateral and expressly excluding the Excluded Collateral) now owned or at any time hereafter acquired by such Grantor and wherever located or in which such Grantor now has 1 Proper terminology to be used as applicable. or at any time in the future may acquire any right, title and or interest of such Grantor in(collectively, to and under the “Copyright Collateral”): (a) all copyright rights in any personal property that such Grantor may now own or hereafter acquire, including, but not limited work subject to the following:copyright laws of the United States whether as author, assignee, transferee or otherwise, (ib) all Accountsregistrations and applications for registration of any such copyright in the United States, including registrations and pending applications for registration in the United States Copyright Office listed on Schedule I and II (the “Copyrights”); (iic) the right to xxx third parties for past, present and future infringements of any copyright, and (d) all Chattel Paper; proceeds of and rights associated with the foregoing. Notwithstanding the foregoing, in no event shall any Capital Stock (iiias defined in the Existing Notes Documentation) all Commercial Tort Claimsof any Significant Subsidiary of the Company or the Borrower that is owned, including but not limited to directly or indirectly, by the Commercial Tort Claims described Company or the Borrower or any of their subsidiaries, in each case, whether on Schedule H; the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (ivincluding, without limitation, dividends or distributions), or any proceeds, interest, income or profit (including, without limitation, dividends or distributions) all Inventory; obtained from any Capital Stock (vas defined in the Existing Notes Documentation) all Equipment; of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case, whether on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts including, without limitation, distributions and dividends), constitute Copyright Collateral for any purpose herein (including, without limitation the Cash Collateral Account) and grant of any monies, securities and instruments deposited security interest or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill lien in favor of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights[First Lien] [Second Lien] Collateral Agent, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any on behalf of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”[First Lien] [Second Lien] Secured Parties). (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security The Grantor hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the ratable benefit of the Secured CreditorsLenders, a continuing security interest of first priority in (subject only to Permitted Liens) all of the its right, title and interest of such Grantor in, to and under any all personal property that such Grantor may and other assets, whether now own owned by or owing to, or hereafter acquireacquired by or arising in favor of the Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, the Grantor, and regardless of where located (all of which will be collectively referred to as the “Collateral”), including, but not limited to the following: (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort ClaimsCopyrights, including but not limited to the Commercial Tort Claims described on Schedule HPatents and Trademarks; (iv) all InventoryDocuments; (v) all Equipment; (vi) all GoodsFixtures; (vii) all General Intangibles; (viii) all Goods; (ix) all Instruments; (viiix) all Inventory; (xi) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Creditcash or cash equivalents; (xiii) all Letter of Letter-of-Credit RightsRights and Supporting Obligations; (xiv) all General IntangiblesDeposit Accounts with any bank or other financial institution; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the MarksCommercial Tort Claims; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereofContracts; (xvii) and all Software accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer programs files, programs, printouts and other computer materials and records related thereto and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, General Intangibles at any time evidencing or relating to, to any FCC Licenseof the foregoing; to secure the prompt and complete payment and performance of the Secured Obligations; provided, however, that notwithstanding any of the Security other provisions set forth in this Section 2, this Agreement Collateral (as defined below) does shall not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting constitute a grant of a security interest therein in (i) any property to the extent that such grant of a security interest 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 Communications Act termination of 1934or requires any consent not obtained under, as amendedany contract, and license, agreement, instrument, or other document evidencing or giving rise to such property or, in the rulescase of any Investment Property or Pledged Collateral, regulations and policies promulgated thereunderany applicable shareholder agreement or similar agreement, but includes, except to the maximum extent not prohibited by 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, all rights incident (ii) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or appurtenant to any such FCC License and for the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer benefit of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and Grantor’s employees, (xxiii) all Proceeds the “Collateral” as defined in the Collateral Account Agreement and products (iv) equity interests in excess of 66% of the total outstanding equity interests of any and all foreign Subsidiary of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)Grantor. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of the Obligations, each of the Borrower and any other Credit Party executing this Agreement hereby grants to the Lender a security interest in and Lien upon all of its property and assets, whether real or personal, tangible or intangible, and whether now or 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 Obligations (as defined following property in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto which it now has or at any time in the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the future may acquire any right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the following: (i) interest: all Accounts; (ii) ; all bank and deposit accounts and all funds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments; all Inventory and Equipment; all Goods; all Chattel Paper; , Documents and Instruments; all Books and Records; all General Intangibles (iii) including all Commercial Tort ClaimsIntellectual Property, including but not limited Stock, bonds, treasury notes and other securities contract rights, and choses in action); and to the Commercial Tort Claims described on Schedule H; (iv) extent not otherwise included, all Inventory; (v) Proceeds and products of all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, foregoing and all reissues, renewals or extensions thereof; (xvii) all Software collateral security and computer programs and guarantees given by any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection Person with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard respect to any of the foregoing; and (xx) , but excluding in all Proceeds and products of any and all of the foregoing events Hazardous Waste (all of the property subject foregoing, together with any other collateral pledged to the grant Lender pursuant to any other Loan Document, collectively, the "Collateral"). The term "Collateral" shall not include the Stock owned by Borrower in KMCC and the interest of security interest Borrower in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”). (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.Talon Medical, Ltd.

Grant of Security Interest. (a) As Each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Administrative Agent, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a 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 or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in Section 2.2 below), each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingObligations: (i) all Accounts; (ii) all Chattel Papercash; (iii) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HChattel Paper; (iv) all InventoryDeposit Accounts; (v) all EquipmentDocuments; (vi) all GoodsEquipment; (vii) all General Intangibles; (viii) all Instruments; (viiiix) all Intellectual Property; (x) all Inventory; (xi) all Investment Property; (ix) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of CreditLetter-of-Credit Rights; (xiii) all Letter of Credit Rights;books and records pertaining to the Collateral; and (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by lawotherwise included, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; and (xx) all Proceeds and products of any and all of the foregoing (all foregoing. Notwithstanding the foregoing, no more than 65% of the property subject to issued and outstanding capital stock in any Foreign Subsidiary in the grant of security interest in this Section 2.1 being herein collectively referred to as aggregate shall be pledged under the “Security Agreement Collateral”)Documents. (b) It is expressly agreed and acknowledged that Each Grantor hereby irrevocably authorizes the security interests of the Collateral Administrative Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the continuation Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of this Agreementthe 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 the 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”, “all personal property, whether now owned or hereafter acquired”, or words of similar effect. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative 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 by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party. The Security Interests are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

Grant of Security Interest. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in 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 other than Excluded Property (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of (whether at the Obligations (as defined in Section 2.2 below)stated maturity, each Grantor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in (subject only to Permitted Liensby acceleration or otherwise) all of the right, title and interest of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the followingGrantor’s Obligations: (ia) all Accounts; (iib) all Chattel Paper; (iiic) all Commercial Tort Claims, including but not limited to the Commercial Tort Claims described on Schedule HContracts; (ivd) all Deposit Accounts; (e) all Securities Accounts and all assets on deposit therein; (f) all Documents (other than title documents with respect to equipment or assets set forth in clause (ii) of the definition of Excluded Property below); (g) all Equipment; (h) all Fixtures; (i) all General Intangibles; (j) all Instruments; (k) all Intellectual Property; (l) all IP Licenses; (m) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viiin) all Investment Property; (ixo) all Documents; (x) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Letter-of-Credit Rights; (xivp) all General IntangiblesGoods; (xvq) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the MarksMoney; (xvir) all Patents and Copyrights, and all reissues, renewals or extensions thereofCommercial Tort Claims described on Schedule 7 (as such schedule may be supplemented from time to time); (xviis) all Software books and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License records pertaining to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingCollateral; and (xxt) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing (and all collateral security and guarantees given by any Person with respect to any of the property subject to foregoing; provided, however, that notwithstanding any of the grant of security interest other provisions set forth in this Section 2.1 being herein collectively referred to as 3, the term Collateral and the terms set forth in this Section defining the components of Collateral shall not include, and this Agreement shall not constitute a grant of a security interest in, any of the following (the “Security Agreement CollateralExcluded Property”). ): (bi) It any fee owned real property of any Grantor that is expressly agreed not required to be subject to a Mortgage pursuant to Section 7.10(c) of the Credit Agreement, and acknowledged any leasehold interests in real property of any Grantor, (ii) any trucks, trailers, tractors, service vehicles, automobiles, rolling stock or other registered mobile equipment or assets covered by certificates of title or ownership of any Grantor, (iii) any Letter-of-Credit Rights and any Commercial Tort Claims of any Grantor, in each case, with a value of less than $5,000,000, (iv) any property to the extent that such grant of a security interest is prohibited by any Requirement of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law, is prohibited by the organizational documents of a Subsidiary if such Subsidiary is not a wholly owned Subsidiary, 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, results in the termination of, is prohibited by, or constitutes a default under, any applicable shareholder agreement, joint-venture agreement, operating agreement 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, termination, breach or default or requiring such consent is ineffective under the UCC or other applicable law, (v) those assets as to which the Administrative Agent (acting at the direction of the Required Lenders) and the Borrower Agent agree that the cost of obtaining a security interests interest therein or perfection thereof are excessive in relation to the value to the Lenders of the security to be afforded thereby, (vi) [reserved], (vii) any Trademark application filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with and accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lxxxxx Act (15 U.S.C. §§ 1051, et seq.), to the extent that granting a security interest or other lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of or void such Trademark application, (viii) Excluded Accounts, provided that for the avoidance of doubt, any cash and/or other proceeds of Collateral Agent under this Agreement extend held from time to all Security Agreement time in any such Excluded Account shall not cease to be Collateral which solely because such proceeds are held in an Excluded Account or (ix) equipment owned by any Grantor may acquire at that is subject to a purchase money Lien or a Capital Lease Obligation to the extent that the Indebtedness secured by such purchase money security interest or Capital Lease Obligation and such Lien is permitted under the Credit Agreement and to the extent that the contractual agreement pursuant to which such Lien is granted (or in the document providing for such Capital Lease Obligation) prohibits or requires the consent of any time during Person other than a Grantor and its Affiliates as a condition to the continuation creation of this Agreementany other Lien on such equipment.

Grant of Security Interest. Each Grantor grants to the Administrative Agent, for the ratable benefit of the Secured Parties, 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 and whether now existing or hereafter coming into existence (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all (whether at the stated maturity, by acceleration, or otherwise) of the Obligations (as defined collectively, the “Secured Obligations”): (a) all Inventory, together with Grantors’ interest in Section 2.2 belowall Goods (including returned Goods), each Grantor does hereby collaterally assign the sale of which gave rise to any Account; (b) all Documents relating to the warehousing or shipment of Goods which are or will be Inventory of a Grantor, together with any and transfer unto the Collateral Agentall rights of stoppage in-transit, redirection, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority replevin in (subject only to Permitted Liens) all of the right, title and interest respect of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to the following:Goods; (ic) all Accounts; (iid) all Chattel Paper; (iii) all Commercial Tort Claims, including but not limited Paper relating to the Commercial Tort Claims described on Schedule H; (iv) all or evidencing any Grantor’s sale of any Inventory; (ve) all EquipmentGeneral Intangibles relating to any Accounts or any Inventory, including all contracts related to the sale or purchase of Inventory by a Grantor and other agreements, or arrangements of whatever character from time to time supporting or securing payment of any of the foregoing; (vif) all GoodsInstruments arising from the sale or other disposition of any Account or Inventory or any settlement of any Account; (viig) all InstrumentsDeposit Accounts; (viiih) all Investment PropertyLetter-of-Credit Rights relating to or supporting the sale of Inventory or the collection of any Account; (ixi) all Documents; books and records and other information (x) all Deposit Accounts (includingincluding computer programs, without limitation the Cash Collateral Account) and any moniesfiles, securities and instruments deposited or required to be deposited therein; (xi) all Contractstapes, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marksdiscs, together with the registrations and right to all renewals thereofpunch cards, data processing software, and related property and rights) to the goodwill of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, extent evidencing or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoing; (j) all rights to payment for money or funds arising out of the use of a credit or charge card or information contained on or for use with the card; and (xxk) all to the extent not otherwise included above, substitutions, replacements, accessions, products, and other Proceeds (including, without limitation, insurance proceeds, income, payments, claims, damages, and products proceeds of suit) of any and or all of the foregoing (and all collateral security, guarantees, and other Supporting Obligations given with respect to any of the property subject foregoing. Any of the foregoing to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)contrary notwithstanding, Collateral shall not include Excluded Property. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for the prompt and complete payment and performance when due of all of the Obligations (as defined in Section 2.2 below)Obligations, each Grantor does Debtor hereby collaterally assign pledges, assigns, hypothecates, delivers and transfer unto the Collateral Agentassigns to Lender, and does hereby grant to the Collateral Agent for the benefit creates in favor of the Secured Creditors, Lender a continuing security interest of first priority in (subject only to Permitted Liens) and to, all of the right, title and interest of such Grantor in, Debtor in and to and under any all personal property that such Grantor may and fixtures of Debtor including, without limitation all right, title and interest of Debtor in and to the following property, in each case whether now own existing or hereafter acquireacquired, includingcreated or arising (collectively, but not limited to the following:"Collateral"): (a) All Equipment in all of its forms, wherever located; (b) All Inventory in all of its forms, wherever located; (c) All Accounts, in all of their forms, wherever located; (d) All General Intangibles in all their forms, wherever located, including (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claimspermits, licenses, franchises and other governmental authorizations, to the extent lawfully assignable, including but not limited to, allocations of sewer or other utility capacity now or hereafter issued in connection with the design, construction, renovation, development, occupation and/or operation of the Project (collectively, the "Permits") and (ii) any and all contracts and agreements, whether now in existence or hereafter entered into, (A) with contractors, architects, engineers and other design professionals (including all rights of Debtor to all plans and specifications prepared with respect to the Commercial Tort Claims described on Schedule H; Project), developers, management companies, leasing agents, and other suppliers of services or materials relating directly or indirectly to the development, construction, operation or management of the Project, (ivB) all Inventory; (v) all Equipment; (vi) all Goods; (vii) all Instruments; (viii) all Investment Property; (ix) all Documents; (x) all Deposit Accounts providing for payments to be made to Debtor by any person or entity in connection with the Project (including, without limitation limitation, all warranties, guaranties and indemnities now or hereafter made by any person or entity relating to the Cash Collateral AccountProject), (C) and with any moniesgovernmental authority relating to the development of the Project or off-site improvements related thereto, securities and instruments deposited or required to be deposited therein(D) granting or creating any easements or licenses benefiting the Project (collectively, the "Agreements"); (xie) All fixtures in all Contractstheir forms, together with any Contract Rights arising thereunderwherever located; (xiif) all Letters All Documents of Credit; (xiii) all Letter Title, Chattel Paper, Instruments, balances in any bank deposits of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations Debtor and right to all renewals thereof, and the goodwill securities held in brokerage accounts of the business of such Grantor symbolized by the Marks; (xvi) all Patents and Copyrights, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard to any of the foregoingDebtor; and (xxg) all All Proceeds and products of any and all of the foregoing (all of the property subject to the grant of security interest in this Section 2.1 being herein collectively referred to as the “Security Agreement Collateral”)foregoing. (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement.

Grant of Security Interest. (a) As security for the prompt and complete payment and performance when due of all of the Obligations (as defined excluding Existing Obligations in Section 2.2 below), the case of property owned by a Newly Obligated Party) each Grantor does Borrower hereby collaterally assign assigns and transfer unto grants to the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured CreditorsAgent and the Lenders, a continuing security interest in, lien on, collateral assignment of, and right of first priority in (subject only to Permitted Liens) set-off against, all of the right, title following property and interest assets of such Grantor inBorrower, to and under any personal property that such Grantor may whether now own owned or existing or hereafter acquireacquired or arising, including, but not limited to the followingregardless of where located: (i) all AccountsAccounts (including any credit enhancement therefor); (ii) all Chattel PaperInventory; (iii) in the case of each Borrower that is an RPA Seller, the RPA Seller Note payable to such Borrower and all Commercial Tort Claimsrights, including but not limited to the Commercial Tort Claims described on Schedule Hremedies, powers, and privileges of such Borrower thereunder and all security therefor; (iv) all Inventorycontract rights, letters of credit, chattel paper, instruments, notes, documents, and documents of title; (v) all EquipmentGeneral Intangibles; (vi) all GoodsEquipment; (vii) all Instruments; (viii) all Investment Property; (viii) all money, cash, cash equivalents, securities, and other property of any kind of such Borrower; (ix) all Documentsof such Borrower's deposit accounts, credits, and balances with and other claims against the Agent, any Lender, any Affiliate of the Agent or any Lender, or any other financial institution with which such Borrower maintains deposits, including any Payment Accounts; (x) all Deposit Accounts (includingbooks, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein; (xi) all Contracts, together with any Contract Rights arising thereunder; (xii) all Letters of Credit; (xiii) all Letter of Credit Rights; (xiv) all General Intangibles; (xv) all Marks, together with the registrations and right to all renewals thereofrecords, and the goodwill other property related to or referring to any of the business of such Grantor symbolized by the Marks; (xvi) all Patents foregoing, including books, records, account ledgers, data processing records, computer software and Copyrightsother property, and all reissues, renewals or extensions thereof; (xvii) all Software and computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights; (xviii) all of such Grantor’s rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement Collateral (as defined below) does not include General Intangibles at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent not prohibited by law, all rights incident evidencing or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License; (xix) all insurance policies and supporting obligations with regard relating to any of the foregoing; and (xxxi) all Proceeds accessions to, substitutions for, and products replacements, products, and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing. All of the foregoing, together with the Real Estate covered by any Mortgages, and all other property of the foregoing (all of Borrower's in which the property subject to the grant of security interest in this Section 2.1 being Agent or any Lender may at any time be granted a Lien, is herein collectively referred to as the “Security Agreement "Collateral”). (b) It is expressly agreed and acknowledged that the security interests of the Collateral Agent under this Agreement extend to all Security Agreement Collateral which any Grantor may acquire at any time during the continuation of this Agreement."