Common use of Grant of Security Interests Clause in Contracts

Grant of Security Interests. (a) To secure the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby grants to the Secured Party, and its successors and assigns, a security interest in, and Lien on, and pledges and assigns to the Secured Party, and its successors and assigns, the following properties, assets and rights of each Grantor, wherever located and whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of such properties, assets, rights and proceeds being hereinafter collectively referred to as the “Collateral”): all personal and fixture property of every kind and nature including all goods (including inventory, equipment, fixtures and any accessions thereto), instruments (including promissory notes), documents, accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), money, commercial tort claims, securities and all other investment property (including the Pledged Securities), supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all Intellectual Property, insurance policies and payment intangibles); provided, however, that in no event shall more than 66% of the total outstanding Foreign Subsidiary Voting Stock be required to be pledged hereunder to the extent that the pledge of such Foreign Subsidiary Voting Stock above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including “deemed dividend” provisions of Section 956 of the Code); provided, further, that the definition of “Collateral” shall not include any property or assets to the extent that the Grantors are prohibited from granting a security interest in, pledge of, or charge, mortgage or lien upon, or having a financing statement filed with respect to, any such property or assets as of the date hereof by reason of (x) an existing and enforceable negative pledge provision as of the date hereof to the extent such provision does not violate the terms of any Related Document or (y) applicable law or regulation to which such Grantors are subject, except (in the case of either of the foregoing clauses (x) and (y)) to the extent such prohibition is ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the NYUCC. The Secured Party acknowledges that the attachment of its Security Interest in any commercial tort claim of any Grantor as original collateral is subject to each Grantors’ compliance with Section 6.12. (b) The Secured Party represents and warrants to the Grantors that it is a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended. (c) It is the intention of the Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets.

Grant of Security Interests. (a) To secure As security for the prompt and complete payment or performance, as the case may be, in full and performance when due of the all of its Obligations, each Grantor Assignor does hereby grants assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent, in each case for the benefit of the Secured PartyCreditors, a continuing security interest in all of the right, title and interest of such Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: each and every Account; all cash; the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); all Commercial Tort Claims (including all Commercial Tort Claims described in Annex D hereto); all Domain Names, Trade Secrets, and its successors and assignsother proprietary information, a security interest inincluding financial data, personal information, customer lists, supplier lists, business plans, and Lien ondata collections; all Contracts, and pledges and assigns to the Secured Party, and its successors and assigns, the following properties, assets and rights of each Grantor, wherever located and whether now owned or hereafter acquired or arising, together with all Contract Rights arising thereunder; all Copyrights; all Equipment; all Deposit Accounts and all proceeds other demand, deposit, time, savings, cash management, passbook and products thereof (similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of such properties, assets, rights the foregoing; all Documents; all General Intangibles; all Goods; all Instruments; all Inventory; all Investment Property and proceeds being hereinafter collectively referred to as the “Collateral”): Securities Accounts; all personal and fixture property of every kind and nature including all goods (including inventory, equipment, fixtures and any accessions thereto), instruments (including promissory notes), documents, accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letterLetter-of-credit rights Credit Rights (whether or not the respective letter of credit is evidenced by a writing); all Marks, moneytogether with the registrations and right to all renewals thereof, commercial tort claims, securities the goodwill of the business of such Assignor symbolized by the Marks and all other investment property (including the Pledged Securities), supporting obligations, any other contract rights causes of action arising prior to or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all Intellectual Property, insurance policies and payment intangibles); provided, however, that in no event shall more than 66% of the total outstanding Foreign Subsidiary Voting Stock be required to be pledged hereunder to the extent that the pledge of such Foreign Subsidiary Voting Stock above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including “deemed dividend” provisions of Section 956 of the Code); provided, further, that the definition of “Collateral” shall not include any property or assets to the extent that the Grantors are prohibited from granting a security interest in, pledge of, or charge, mortgage or lien upon, or having a financing statement filed with respect to, any such property or assets as of after the date hereof by reason for infringement of (x) an existing and enforceable negative pledge provision as any of the Marks or unfair competition regarding the same; all Patents, together with all causes of action arising prior to or after the date hereof to the extent such provision does not violate the terms for infringement of any Related Document or (y) applicable law or regulation to which such Grantors are subject, except (in the case of either of the foregoing clauses (x) and (y)) to Patents or unfair competition regarding the extent such prohibition is ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the NYUCC. The Secured Party acknowledges that the attachment of its Security Interest in any commercial tort claim of any Grantor as original collateral is subject to each Grantors’ compliance with Section 6.12. (b) The Secured Party represents and warrants to the Grantors that it is a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended. (c) It is the intention of the Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets.same;

Grant of Security Interests. (a) To secure As security for the prompt and complete payment or performance, as the case may be, in full and performance when due of the all of its Secured Obligations, each Grantor Assignor does hereby grants pledge and grant to the Collateral Agent, for the benefit of the Secured Party, and its successors and assignsCreditors, a continuing security interest in all of the right, title, interest, powers, remedies, privileges and other benefits of such Assignor in, to and Lien on, and pledges and assigns to the Secured Party, and its successors and assigns, under all of the following propertiespersonal property and fixtures (and all rights therein) of such Assignor, assets and rights of or in which or to which such Assignor has any rights, in each Grantor, wherever located and case whether now owned existing or hereafter from time to time acquired or arising, and wherever located: (i) each and every Account; (ii) all cash; (iii) the Cash Collateral Account and all proceeds monies, securities, Instruments and products thereof other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims described on Schedule 5 hereto as updated from time to time; (vi) all computer programs owned by such Assignor and all intellectual property rights therein and all other proprietary information of such propertiesAssignor, assetsincluding but not limited to Domain Names and Trade Secret Rights, together with all causes of action arising prior to or after the date hereof for infringement of such rights or unfair competition regarding the same and proceeds being hereinafter collectively referred all income, royalties, damages and payments now or hereafter due with respect to as any of the “Collateral”): foregoing; (vii) all personal Contracts, together with all Contract Rights arising thereunder; (viii) all Copyrights, together with all causes of action arising prior to or after the date hereof for infringement of any Copyrights or unfair competition regarding the same and fixture property all income, royalties, damages and payments now or hereafter due with respect to any of every kind the foregoing; (ix) all Equipment; (x) all Deposit Accounts and nature including all goods other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies deposited or required to be deposited in any of the foregoing; (xi) all Documents; (xii) all General Intangibles (including inventory, equipment, fixtures and any accessions theretoEquity Interests in other Persons that do not constitute Investment Property), instruments ; (including promissory notes), documents, accounts xiii) all Goods; (including health-care-insurance receivables), chattel paper xiv) all Instruments; (whether tangible or electronic), deposit accounts, letterxv) all Inventory; (xvi) all Investment Property; (xvii) all Letter-of-credit rights Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xviii) all Marks, moneytogether with the registrations and right to all renewals thereof, commercial tort claims, securities the goodwill of the business of such Assignor symbolized by the Marks and all other investment property causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same and all income, royalties, damages and payments now or hereafter due with respect to any of the foregoing; (including xix) all Patents, together with all causes of action arising prior to or after the Pledged Securities)date hereof for infringement of any of the Patents or unfair competition regarding the same and all income, supporting obligationsroyalties, damages and payments now or hereafter due with respect to any other contract rights or rights to of the payment of moneyforegoing; (xx) all Permits; (xxi) all Software and all Software licensing rights, insurance claims all writings, plans, specifications and proceedsschematics, all engineering drawings, customer lists, credit files, goodwill and licenses, and all general intangibles recorded data of any kind or nature, regardless of the medium of recording; (including xxii) all Intellectual PropertySupporting Obligations; (xxiii) all other intellectual and similar property of every kind and nature and all embodiments or fixations thereof and related documentation, insurance policies registration and payment intangiblesfranchises, together with all causes of action arising prior to or after the date hereof for infringement of any such rights or unfair competition regarding the same and all income, royalties, damages and payments now or hereafter due with respect to any of the foregoing; and (xxiv) all Proceeds and products of any and all of the foregoing (all of the above, the “Collateral”); provided, however, provided that in no event Assignor shall more than 66% of the total outstanding Foreign Subsidiary Voting Stock be required to be pledged grant a security interest hereunder to in (and the extent that the pledge of such Foreign Subsidiary Voting Stock above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including “deemed dividend” provisions of Section 956 of the Code); provided, further, that the definition of term “Collateral” shall not include include) any property or assets to Excluded Collateral (so long as the extent that same remains “Excluded Collateral” in accordance with the Grantors are prohibited from granting a security interest in, pledge of, or charge, mortgage or lien upon, or having a financing statement filed with respect to, any such property or assets as of the date hereof by reason of (x) an existing and enforceable negative pledge provision as of the date hereof to the extent such provision does not violate the terms of any Related Document or (y) applicable law or regulation to which such Grantors are subject, except (in the case of either of the foregoing clauses (x) and (ydefinition thereof)) to the extent such prohibition is ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the NYUCC. The Secured Party acknowledges that the attachment of its Security Interest in any commercial tort claim of any Grantor as original collateral is subject to each Grantors’ compliance with Section 6.12. (b) The Secured Party represents and warrants to the Grantors that it is a “qualified purchaser” as defined in Section 2(a)(51) security interest of the Investment Company Act Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of 1940, as amendedthis Agreement. (c) It is Notwithstanding anything to the intention contrary contained herein: (i) the property subject to the security interest reflected in this instrument includes all of the Grantors right, title and interest of each Assignor in certain mortgages and/or participation interests related to such mortgages (“Pooled Mortgages”) and pooled under the mortgage-backed securities program of the Government National Mortgage Association (“GNMA”), pursuant to section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g); (ii) to the extent that the description security interest reflected in this instrument relates in any way to the Pooled Mortgages, such security interest is subject and subordinate all rights, powers and prerogatives of GNMA, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of that certain GNMA Acknowledgment Agreement, with respect to the Security Interest (as defined in the GNMA Acknowledgement Agreement); (iii) applicable Guaranty Agreements (as defined in the GNMA Acknowledgement Agreement) and contractual agreements between GNMA and Reverse Mortgage Solutions, Inc.; and (iv) the GNMA Mortgage-Backed Securities Guide, Handbook 5500.3 Rev. 1, and other applicable guides (items (i), (iii) and (iv), collectively, the “Xxxxxx Xxx Contract”); it being understood that in the event the enforcement of such security interest could reasonably be expected to conflict with the provisions of the GNMA Acknowledgment Agreement referenced in item (ii) above, the terms, conditions and restrictions imposed under the GNMA Acknowledgment Agreement shall control; (iii) such rights, powers and prerogatives of GNMA include, but are not limited to, GNMA’s right, by issuing a letter of extinguishment to each Assignor, to effect and complete the extinguishment of all redemption, equitable, legal or other right, title or interest of each Assignor in the Pooled Mortgages, in which event the security interest as it relates in any way to the Pooled Mortgages shall instantly and automatically be extinguished as well; and (iv) for purposes of clarification, “subject and subordinate” in clause (ii) above means, among other things, that any cash held by the Collateral set forth above Agent as collateral and any cash proceeds received by the Collateral Agent in respect of any sale or other disposition of, collection from, or other realization upon, all or any part of the collateral may only be construed applied by the Collateral Agent to include the broadest possible range extent that such proceeds have been received by, or for the account of, the Debtor free and clear of assetsall GNMA rights and other restrictions on transfer under applicable GNMA guidelines; provided that this clause (iv) shall not be interpreted as establishing rights in favor of GNMA except to the extent that such rights are reflected in, or arise under, the Xxxxxx Xxx Contract. (d) Notwithstanding anything to the contrary contained herein, at any time during which a Xxxxxxx Acknowledgement Agreement has been entered into and is effective, the security interest created by this Agreement in the Servicing Security Interest (as defined in the Xxxxxxx Acknowledgement Agreement) is subject and subordinate in each and every respect to (a) all rights, powers and prerogatives of one or more of the following: the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the GNMA, or such other investors that own mortgage loans, or which guaranty payments on securities based on and backed by pools of mortgage loans, identified on the exhibit(s) or schedule(s) attached to this financing statement (each, an “Investor”); and (b) all claims of an Investor arising out of or relating to any and all breaches, defaults and outstanding obligations of the debtor to the Investor. Such rights, powers and prerogatives of each Investor may include, without limitation, one or more of the following: the right of an Investor to disqualify (in whole or in part) the debtor named herein from participating in a mortgage selling or servicing program or a securities guaranty program with the Investor; the right to terminate (in whole or in part) contract rights of the debtor relating to such a mortgage selling or servicing program or securities guaranty program; and the right to transfer and sell all or any portion of such contract rights following the termination of those rights.

Grant of Security Interests. (a) To secure As security for the prompt and complete payment or performance, as the case may be, in full and performance when due of the all of its Obligations, each Grantor Assignor does hereby grants assign and transfer unto the Lender, and does hereby pledge and grant to the Secured Party, and its successors and assignsLender, a continuing security interest of first priority in, and Lien lien on, all of the right, title and pledges interest of such Assignor in, to and assigns under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder (other than Contracts which by their terms cannot be pledged), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the Secured Partyregistrations and right to all renewals thereof, and its successors the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and assignsCopyrights, the following properties, assets and rights (vii) all computer programs of each Grantor, wherever located and whether now owned or hereafter acquired or arising, such Assignor and all proceeds intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account and (x) all Proceeds and products thereof of any and all of the foregoing (all of such propertiesthe above, assetscollectively, rights and proceeds being hereinafter collectively referred to as the “"Collateral”): all personal and fixture property "). Notwithstanding the foregoing provisions of every kind and nature including all goods (including inventorySection 1.1, equipment, fixtures and any accessions thereto), instruments (including promissory notes), documents, accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), money, commercial tort claims, securities and all other investment property (including the Pledged Securities), supporting obligations, any other contract rights or rights to the payment extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of moneybeing encumbered as a matter of law or under the terms of the license, insurance claims lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and proceedssuch consent has not been obtained, and all general intangibles (including all Intellectual Property, insurance policies and payment intangibles)such General Intangibles shall not be included in the "Collateral"; provided, however, that in no event shall more than 66% of the total outstanding Foreign Subsidiary Voting Stock be required to be pledged hereunder to the extent that the pledge upon obtaining any of such Foreign Subsidiary Voting Stock above consents, such amount would result in a repatriation of a material amount of foreign earnings under the Code (including “deemed dividend” provisions of Section 956 of the Code); provided, further, that the definition of “Collateral” General Intangibles shall not include any property or assets to the extent that the Grantors are prohibited from granting a security interest in, pledge of, or charge, mortgage or lien upon, or having a financing statement filed with respect to, any such property or assets as of the date hereof by reason of (x) an existing and enforceable negative pledge provision as of the date hereof to the extent such provision does not violate the terms of any Related Document or (y) applicable law or regulation to which such Grantors are subject, except (be included in the case of either of the foregoing clauses (x) and (y)) to the extent such prohibition is ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the NYUCC. The Secured Party acknowledges that the attachment of its Security Interest in any commercial tort claim of any Grantor as original collateral is subject to each Grantors’ compliance with Section 6.12"Collateral". (b) The Secured Party represents and warrants to the Grantors that it is a “qualified purchaser” as defined in Section 2(a)(51) security interest of the Investment Company Act Lender under this Agreement extends to all Collateral of 1940, as amended. (c) It the kind which is the intention subject of this Agreement which any Assignor may acquire at any time during the Grantors that the description continuation of the Collateral set forth above be construed to include the broadest possible range of assetsthis Agreement.

Grant of Security Interests. (a) To secure the payment or performanceand performance of all Obligations (as defined in the Term Loan Agreement), as including the case may beTerm Loan, in full all indemnification obligations under the Loan Documents and all liabilities and obligations of the Obligationseach Guarantor under its Guaranty, each Grantor Loan Party hereby grants and re-grants to the Agent, for the benefit of the Secured Party, and its successors and assignsParties, a continuing security interest in, and Lien on, assignment of and pledges right of set-off against, all of such Loan Party’s right, title or interest in or to all of the following types and assigns to the Secured items of property of such Loan Party, and its successors and assigns, the following properties, assets and rights of each Grantor, wherever located and whether now owned or existing or hereafter created, acquired or arisingarising and wherever located: (i) all Receivables, and all proceeds contracts out of which any Receivable has arisen and all rights under each such contract; (ii) all Goods, including, without limitation, all Equipment and Inventory; (iii) all Chattel Paper; (iv) all Documents, including, without limitation, all contracts, documents of title and other Documents that evidence ownership of or right to receive or possess, or that otherwise relate to, any Inventory, including, without limitation, relating to the acquisition or sale or other disposition of Inventory; (v) all rights of an unpaid vendor with respect to Inventory; (vi) all tax refunds and claims for tax refunds; (vii) all Instruments; (viii) all Supporting Obligations; (ix) all General Intangibles (including, without limitation, Payment Intangibles and Software and warranties of title); (x) all Letter-of-Credit Rights; (xi) all Investment Property; (xii) all money, cash, Cash Equivalents, securities and other property of any kind of any Loan Party held directly or indirectly by Agent or any other Secured Party; (xiii) all Deposit Accounts and Deposit Account Collateral, credits, and balances with the Agent or any other Secured Party or any of their Affiliates or any other financial institution with which any Loan Party maintains deposits, including any Payment Accounts; (xiv) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property and General Intangibles at any time evidencing or relating to any of the foregoing; (xv) the Commercial Tort Claims in which a Loan Party is a plaintiff and which are described in Schedule IV attached hereto; and (xvi) all accessions to, substitutions for and replacements, products thereof (all of such properties, assets, rights and proceeds being hereinafter 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, all equity interests in Subsidiaries to the extent pledged to Agent and all other property of any Loan Party in which Agent or any other Secured Party may at any time be granted a Lien as security for the Obligations, are herein collectively referred to as the “Collateral”): all personal and fixture property of every kind and nature including all goods (including inventory, equipment, fixtures and any accessions thereto), instruments (including promissory notes), documents, accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), money, commercial tort claims, securities and all other investment property (including the Pledged Securities), supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all Intellectual Property, insurance policies and payment intangibles); provided, however, that the Collateral shall not include any rights or interests of a Loan Party in no event shall more than 66% any contract or license if under the terms of such contract, or any applicable law with respect to such contract or license, the valid grant of a security interest therein to Agent is prohibited and such prohibition has not been or is not waived or the consent of the total outstanding Foreign Subsidiary Voting Stock other party to such contract or license has not been or is not otherwise obtained or under applicable law such prohibition cannot be required to be pledged hereunder to the extent that the pledge of such Foreign Subsidiary Voting Stock above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including “deemed dividend” provisions of Section 956 of the Code)waived; provided, further, that the definition of “Collateral” foregoing exclusion shall not include any property or assets to the extent that the Grantors are prohibited from granting a security interest in, pledge of, or charge, mortgage or lien upon, or having a financing statement filed with respect to, any such property or assets as of the date hereof by reason of in no way be interpreted (x) an existing and enforceable negative pledge provision as of the date hereof to the extent such provision does not violate the terms of any Related Document or (y) applicable law or regulation to which such Grantors are subject, except (in the case of either of the foregoing clauses (x) and (y)i) to the extent apply if any such prohibition is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409 409) or any other applicable law or (ii) so as to limit, impair or otherwise affect Agent’s unconditional continuing security interest in and Lien upon any rights or interests of the NYUCC. The Secured such Loan Party acknowledges that the attachment of its Security Interest in or to monies due or to become due under any commercial tort claim of such contract (including any Grantor as original collateral is subject to each Grantors’ compliance with Section 6.12Accounts). (b) The For the avoidance of doubt, the security interests granted by Loan Parties in favor of Agent, for the benefit of the Secured Parties, pursuant to this Agreement shall be in addition to, and not in lieu of, any other security interest or Lien granted by any Loan Party in favor of any Secured Party represents and warrants pursuant to the Grantors that it is a “qualified purchaser” as defined in Section 2(a)(51) any of the Investment Company Act of 1940, as amendedother Loan Documents. (c) It is the intention All of the Grantors that the description Obligations shall be secured by all of the Collateral set forth above be construed to include the broadest possible range of assetsCollateral.

Grant of Security Interests. (a) To secure the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby grants to the Secured Party, and its successors and assigns, KCL a security interest inall of Grantor's right, title and Lien on, and pledges and assigns to the Secured Party, and its successors and assigns, interest in the following propertiesproperty and interests in property, assets and rights of each Grantor, wherever located and whether now owned or hereafter acquired subject only to a security interest in favor of KeyBank, National Association ("KeyBank").: 2.1 all accounts, including, but not limited to, all present and future rights of whatever nature and however evidenced of Grantor to payment of monies or arisingother consideration, including all such rights relating to goods sold or leased or for services rendered, which are not evidenced by instruments or chattel paper, and whether or not earned by performance (collectively, "Accounts"); 2.2 all proceeds present and products thereof future contract rights, general intangibles (all of such propertiesincluding, assetsbut not limited to, rights tax and proceeds being hereinafter collectively referred to duty refunds, registered and unregistered patents, trademarks, service marks, copyrights, trade names, applications for the foregoing, trade secrets, goodwill, processes, drawings, blueprints, customer lists, licenses (whether as the “Collateral”): all personal licensor or licensee), choses in action and fixture property of every kind other claims and nature including all goods (including inventory, existing and future leasehold interests in equipment, fixtures real estate and any accessions theretofixtures), instruments (including promissory notes)chattel paper, documents, accounts (including health-care-instruments, letters of credit, bankers' acceptances, guaranties, documents of title, drafts, checks, bonds, notes or other negotiable and nonnegotiable instruments, bills of exchange, insurance receivables)policies and any other writings evidencing a monetary obligation or security interest in or a lease of personal property; 2.3 all present and future monies, chattel paper (whether tangible or electronic)securities, credit balances, deposits, deposit accounts, letter-of-credit rights (whether certificates of deposit and other property of Grantor now or not the letter of credit is evidenced hereafter held or received by a writing), money, commercial tort claims, securities and all other investment property (including the Pledged Securities), supporting obligations, or in transit to KCL or its affiliates or at any other contract rights depository or rights other institution from or for the account of Grantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise (excluding, however, deposit accounts in which the only funds are those withheld from employees for the purpose of paying payroll taxes or those collected as sales tax in amounts appropriate for payment to the payment of moneylocal, insurance claims and proceedsstate or federal taxing authorities in accordance with applicable law), and all general intangibles (including all Intellectual Propertypresent and future liens, insurance policies security interests, rights, remedies, title and payment intangibles); provided, however, that in no event shall more than 66% of the total outstanding Foreign Subsidiary Voting Stock be required to be pledged hereunder to the extent that the pledge of such Foreign Subsidiary Voting Stock above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including “deemed dividend” provisions of Section 956 of the Code); provided, further, that the definition of “Collateral” shall not include any property or assets to the extent that the Grantors are prohibited from granting a security interest in, pledge ofto and in respect of Accounts and other Collateral, including, without limitation, (a) rights and remedies under or chargerelating to guaranties, mortgage contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (b) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or lien uponsecured party, (c) goods described in invoices, documents, contracts or having a financing statement filed instruments with respect to, or otherwise representing or evidencing, Accounts or other Collateral, including, without limitation, returned, repossessed and reclaimed goods, and (d) deposits by and property of account debtors or other persons securing the obligations of account debtors; 2.4 inventory, including, but not limited to, all of Grantor's now owned and hereafter existing or acquired raw materials, work in process, finished goods and all other inventory of whatsoever kind or nature, wherever located (the "Inventory"); 2.5 equipment, including, but not limited to, all of Grantor's rolling stock, vehicles, textile equipment, machinery, computers and computer hardware and software (whether owned or licensed), vehicles, tools, furniture, fixtures, all attachments, accessions and property now or hereafter affixed thereto or used in connection therewith, and substitutions, upgrades and replacements thereof, and wherever located (the "Equipment"); 2.6 all other goods and personal property of Grantor, whether tangible or intangible and whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Grantor, and wherever located; 2.7 records, including, but not limited to, all of Grantor's present and future books of account of every kind or nature, purchase and sale agreements, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files and other data relating to the Collateral or any such property account debtor, together with the tapes, disks, diskettes and other data and software storage media and devices, file cabinets or assets as containers in or on which the foregoing are stored (including any rights of Grantor with respect to the foregoing maintained with or by any other person) (the "Records"); and 2.8 all products and proceeds of the date hereof by reason foregoing, in any form, including, without limitation, insurance proceeds and all claims against third parties for loss or damage to or destruction of (x) an existing and enforceable negative pledge provision as any or all of the date hereof to the extent such provision does not violate the terms of any Related Document or (y) applicable law or regulation to which such Grantors are subject, except (in the case of either of the foregoing clauses (x) and (y)) to the extent such prohibition is ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the NYUCCforegoing. The Secured Party acknowledges that foregoing are referred to herein as the attachment of its Security Interest in any commercial tort claim of any Grantor as original collateral is subject to each Grantors’ compliance with Section 6.12"Collateral. (b) The Secured Party represents and warrants to the Grantors that it is a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended. (c) It is the intention of the Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets."

Grant of Security Interests. (a) To secure the payment or performancepayment, as the case may be, in full performance and observance of the Secured Obligations, each Grantor Debtor hereby grants to Trustee, for the Secured Party, security and its successors benefit of the Indenture and assignsof the Notes secured hereby, a continuing security interest in, and Lien onright of setoff against, and pledges and assigns an assignment to the Secured Party, and its successors and assigns, the following properties, assets Trustee of all of Debtor's personal property and rights of to personal property, in each Grantorcase, wherever located and whether now owned or existing or hereafter acquired or arising, arising and all proceeds regardless of where located and products thereof shall include the following (all of such properties, assets, rights and proceeds being hereinafter collectively referred to herein as the “"Collateral”): "): (A) Accounts; (B) Inventory; (C) General Intangibles; (D) Documents; (E) Instruments; (F) Equipment; (G) Fixtures; (H) Investment Property; (I) Chattel Paper; (J) Commercial Tort Claims, including those specified on Schedule IV; (K) Deposit Accounts, all personal cash, and fixture other property deposited therein from time to time and other monies and property in the possession or under the control of every kind and nature including all goods Trustee or any Holder or any affiliate, representative, agent or correspondent of Trustee or any Holder; (including inventory, equipment, fixtures and any accessions thereto), instruments L) Goods; (including promissory notes), documents, accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letterM) Letter-of-credit rights Credit Rights; (N) Supporting Obligations; (O) All other personal property whether or not subject to the letter UCC: (P) All books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing Software that at any time evidence or contain information relating to any of credit the property described in subparts (A) through (O) above or are otherwise necessary or helpful in the collection thereof or realization thereon; and (Q) Proceeds and products of all or any of the property described in subparts (A) through (P) above. Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to (a) any lease, license, contract, property rights or agreement to which Debtor is evidenced a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of Debtor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent any such term would be rendered ineffective by a writing), money, commercial tort claims, securities and all the UCC or any other investment property applicable law (including the Pledged SecuritiesBankruptcy Code) or principles of equity), supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all Intellectual Property, insurance policies and payment intangibles); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such lease, license contract, property right or agreement that does not result in no event shall more than 66any of the consequences specified in clauses (i) or (ii); or (b) any of the outstanding capital stock of a Foreign Subsidiary in excess of 65% of the total outstanding Foreign Subsidiary Voting Stock be required to be pledged hereunder to the extent that the pledge voting power of all classes of capital stock of such Foreign Subsidiary Voting Stock above such amount would result entitled to vote, provided that, upon an amendment to the IRC to allow a pledge of a greater percentage of the voting power of capital stock in a repatriation Foreign Subsidiary without adverse tax consequences to Debtor, the Collateral shall include, and the security interest granted by the Debtor shall attach to, such greater percentage of a material amount capital stock of foreign earnings under the Code (including “deemed dividend” provisions of Section 956 of the Code); provided, further, that the definition of “Collateral” shall not include any property or assets each Foreign Subsidiary. Notwithstanding anything herein to the extent that contrary, so long as no Event of Default has occurred and is continuing, Debtor shall have the Grantors are prohibited from granting a security interest inexclusive, pledge of, or charge, mortgage or lien upon, or having a financing statement filed non-transferable right and license to use the Intellectual Property and the exclusive right to grant to other Persons licenses and sublicenses with respect to, any such property or assets as of the date hereof by reason of (x) an existing and enforceable negative pledge provision as of the date hereof to the extent such provision does not violate the terms of any Related Document or (y) applicable law or regulation to which such Grantors are subject, except (in the case of either of the foregoing clauses (x) and (y)) to the extent such prohibition is ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the NYUCC. The Secured Party acknowledges that the attachment of its Security Interest in any commercial tort claim of any Grantor as original collateral is subject to each Grantors’ compliance with Section 6.12Intellectual Property. (b) The Secured Party represents and warrants to the Grantors that it is a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended. (c) It is the intention of the Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets.

Grant of Security Interests. (a) To The Grantor, in order to secure the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the Collateral Agent for the benefit of the Secured Party, and its successors and assigns, Parties a continuing security interest in, and Lien on, and pledges and assigns to the Secured Party, and its successors and assigns, in all the following properties, assets and rights property of each the Grantor, wherever located and whether now owned or existing or hereafter acquired or arisingarising and regardless of where located, subject to the exceptions set forth in Section 2(b): (i) all Inventory; (ii) all Receivables; (iii) all contracts for the sale, lease, exchange or other disposition of Inventory, whether or not performed and whether or not subject to termination upon a contingency or at the option of any party thereto; (iv) all Documents covering Inventory; (v) the Collateral Account, the Proceeds Remittance Account, all right, title, and interest that the Grantor may have with respect to each Receivables Collection Account and each Receivables Concentration Account, and all proceeds right, title, and products thereof interest (if any) that the Grantor may have with respect to the Repayment Account, together with each other Deposit Account in which Proceeds of Inventory are deposited; (vi) all trademarks, servicemarks, trade names and similar intangible property owned or used by the Grantor in its business, together with the goodwill of the business symbolized thereby and all rights relating thereto (the "Intangible Property"); provided that the rights of the Collateral Agent and the Secured Parties with respect to the Intangible Property are limited to the use of such Intangible Property to manufacture, process and sell the Inventory; (vii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of the Grantor pertaining to any of the Collateral; and (viii) all other Proceeds of the Collateral described in the foregoing clauses (i) through (vii). (b) The Collateral shall not include Receivables existing on the Closing Date, Transferred Receivables, and (i) the Collections relating to such Transferred Receivables, (ii) the interests of the Purchaser Agent and any Eligible Transferee in any Returned Goods relating to such Transferred Receivables, (iii) with respect to such Transferred Receivables, all rights, interests and claims of the Eligible Transferee under the Permitted Receivables Securitization Program in respect of such Transferred Receivables, (iv) each deposit or other bank account to which any Collections of such Transferred Receivables are deposited (to the extent that monies deposited in such accounts are Collections related to Transferred Receivables) and (v) all Proceeds of the items described in subclauses 2(b)(i) through 2(b)(iv) (all of such properties, assets, rights and proceeds being hereinafter collectively referred to as the “Collateral”): all personal and fixture property of every kind and nature including all goods (including inventory, equipment, fixtures and any accessions theretoitems described in subclauses 2(b)(i) through 2(b)(v), instruments (including promissory notes)collectively, documents, accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), money, commercial tort claims, securities and all other investment property (including the Pledged Securities), supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all Intellectual Property, insurance policies and payment intangibles"Related Transferred Rights"); provided, however, that nothing in no event this Section 2(b) shall more than 66% exclude from the Collateral or be deemed to constitute a release of: (I) any Transaction Lien on the proceeds received by the Company from an Eligible Transferee for the sale of Receivables pursuant to the Existing Receivables Purchase Agreement or any other agreement serving a similar function under a Permitted Receivables Securitization Program (including, without limitation, cash payments made by such Eligible Transferee and the Subordinated AKR Note or any other instrument serving a similar function under a Permitted Receivables Securitization Program (as the outstanding principal balance under the Subordinated AKR Note or such other instrument may increase or decrease from time to time)), (II) any Transaction Lien on or right of any Agent or any of the total outstanding Foreign Subsidiary Voting Stock be required to be pledged hereunder to the extent Lenders in any interests that the pledge of such Foreign Subsidiary Voting Stock above such amount would result Company may acquire from an Eligible Transferee or the Purchaser Agent (or Person serving a similar role in a repatriation of a material amount of foreign earnings under any Permitted Receivables Securitization Program) or that the Code Company has in Returned Goods, (including “deemed dividend” provisions of Section 956 III) any Transaction Lien on or right that any of the Code); provided, further, that Lenders or any Agent has in any Unsold Receivables and the definition of “Collateral” shall not include any property or assets to the extent that the Grantors are prohibited from granting a security interest in, pledge ofproceeds thereof, or charge, mortgage (IV) any Transaction Lien on or lien upon, right that any Agent or having a financing statement filed with respect to, any such property or assets as of the date hereof by reason of (x) an existing and enforceable negative pledge provision as of the date hereof to the extent such provision does not violate the terms of any Related Document or (y) applicable law or regulation to which such Grantors are subject, except (in the case of either of the foregoing clauses (x) and (y)) to the extent such prohibition is ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the NYUCC. The Secured Party acknowledges that the attachment of its Security Interest Lenders has in any commercial tort claim of deposit or other bank account under any Grantor as original collateral is subject to each Grantors’ compliance with Section 6.12. (b) The Secured Party represents and warrants to the Grantors that it is a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amendedDeposit Agreement. (c) It is With respect to each right to payment or performance included in the intention Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in all right, title and interest of the Grantors Grantor in and to (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (d) The Transaction Liens are granted as security only and shall not subject the description Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Grantor with respect to any of the Collateral set forth above be construed to include the broadest possible range of assetsor any transaction in connection therewith.

Grant of Security Interests. (a) To secure As security for the prompt and complete payment or performance, as the case may be, in full and performance when due of the all of its Obligations, each Grantor Assignor does hereby grants pledge and grant to the Collateral Agent, for the benefit of the Secured Party, and its successors and assignsCreditors, a continuing security interest in all of the right, title and interest of such Assignor in, to and Lien onunder all of the following personal property (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: (i) each and pledges every Account (and assigns all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including Electronic Chattel Paper), Instrument, Document or General Intangible) to the Secured Partyextent related to any Account); (ii) all cash and Money arising from an Account; (iii) the Cash Collateral Account and all monies, securities, Instruments and its successors other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all (x) Deposit Accounts, collection accounts, disbursement accounts and assignslock boxes and all cash, the following propertiesMoney, assets checks, other negotiable instruments, funds and rights other evidences of each Grantorpayments held therein or credited thereto, wherever located (y) Securities Accounts and whether now owned or hereafter acquired or arisingSecurity Entitlements and Securities credited thereto, and all proceeds cash, Money, checks, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) commodity accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto; in each case to the extent (i) holding Designated Cash, (ii) subject to a Cash Management Control Agreement or (iii) otherwise subject to a control agreement in form and substance reasonably satisfactory to the Administrative Agent giving the Collateral Agent “control” (within the meaning of the UCC). (v) all Promissory Notes relating to any Account; (vi) all Equipment set forth on Annex E as such Annex may be amended, restated, modified or otherwise supplemented from time to time; (vii) all Inventory; (viii) all Payment Intangibles relating to any Account; (ix) to the extent relating to, evidencing or governing any of the items referred to in preceding clauses (i) through (viii), all Permits, Documents, General Intangibles (excluding all Intellectual Property Rights and contracts related thereto), Chattel Paper, Instruments, Letter-of-Credit Rights, related letters of credit, guarantees and collateral liens, documents of title, customs receipts, insurance, shipping and other documents and other materials related to the foregoing (including to the purchase or import of any Inventory); (x) to the extent relating to, evidencing or governing any of the items referred to in the preceding clauses (i) through (ix), all Supporting Obligations; (xi) all books and records relating to the items referred to in the preceding clauses (i) through (x) (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the items referred to in the preceding clauses (i) through (x)); and (xii) all substitutions, replacements accessions, Proceeds and products thereof of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of such propertiesthe above described in the preceding clauses (i) through (xii), assets, rights and proceeds being hereinafter collectively referred to as the “Collateral”): all personal and fixture property of every kind and nature including all goods ). (including inventory, equipment, fixtures and any accessions thereto), instruments (including promissory notes), documents, accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), money, commercial tort claims, securities and all other investment property (including the Pledged Securities), supporting obligations, any other contract rights or rights b) Notwithstanding anything herein to the payment of moneycontrary, insurance claims and proceeds, and all general intangibles (including all Intellectual Property, insurance policies and payment intangibles); provided, however, that in no event shall more the security interest and lien granted under Section 1.1(a) hereof attach to, and in no event shall the term “Collateral” (and the component terms thereof) include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any General Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than 66% of the total outstanding Foreign Subsidiary Voting Stock be required to be pledged hereunder to the extent that the pledge of such Foreign Subsidiary Voting Stock above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including “deemed dividend” provisions of Section 956 of the Code); provided, further, that the definition of “Collateral” shall not include any property or assets to the extent that the Grantors are prohibited from granting a security interest in, pledge of, or charge, mortgage or lien upon, or having a financing statement filed with respect to, any such property or assets as of the date hereof by reason of term specified in clause (xA) an existing and enforceable negative pledge provision as of the date hereof to the extent such provision does not violate the terms of any Related Document or (yB) applicable law or regulation above is rendered ineffective pursuant to which such Grantors are subject, except (in the case of either of the foregoing clauses (x) and (y)) to the extent such prohibition is ineffective under Sections Section 9-406, 9-9 407, 9-408 or 9-409 of the NYUCC. The Secured Party acknowledges that UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including the attachment Bankruptcy Code) or principles of equity), (C) require consent of a Governmental Authority or any other Person (other than consent of the Company or any of its Security Interest Subsidiaries) to permit the grant of a security interest therein (and such consent has not been obtained) or (D) materially adverse tax consequences as reasonably determined by the Company; provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any commercial tort claim of the consequences specified in clause (A), (B), (C) or (D) above; (ii) any Grantor as original collateral property, interest or other rights with respect to which, in the reasonable determination of the Administrative Agent, expressed in writing, the cost or other consequences of granting a security interest in favor of the Secured Creditors is excessive in relation to the value afforded thereby; (iii) Non-Eligible Motor Vehicles, airplanes and other assets subject to each Grantors’ compliance with Section 6.12. certificates of title; (biv) The Secured Party represents and warrants to the Grantors Equity Interests; (v) Securitization Related Assets; (vi) all interests in Real Property; (vii) Gigafactory Assets, (viii) Accounts that it is a “qualified purchaser” as defined in Section 2(a)(51) are identifiable proceeds of the Investment Company Act sale or other disposition of 1940property that is not Collateral, as amended(ix) intercompany Accounts outstanding on the Effective Date and (x) Intellectual Property Rights (the assets described in preceding clauses (i) through (x) hereof, collectively, the “Excluded Assets”). (c) It is the intention of the Grantors that the description The security interest of the Collateral set forth above be construed Agent under this Agreement extends to include all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the broadest possible range term of assetsthis Agreement. Notwithstanding anything herein to the contrary, the Assignors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Assets.

Grant of Security Interests. (a) To Upper Tier Borrower hereby grants to Lenders, to secure the payment or performance, as the case may be, and performance in full of all of the Obligations, each Grantor hereby grants to Obligations under this Agreement and the Secured Party, and its successors and assignsFacility Notes, a security interest in, in and Lien on, and so pledges and assigns to Lenders the Secured Partyfollowing: (i) all of the Small Business Loans, the Small Business Notes, the Small Business Loan Agreements, the Small Business Loan Documentation, the Small Business Guaranties, as applicable, with respect to each Small Business Loan originated under the Facility; (ii) all accessions, additions, and its successors substitutions of any of the foregoing; and assigns(iii) all proceeds of any of the foregoing, whether any of the following propertiesforegoing is owned now or acquired later; all accessions, assets additions, and rights substitutions of each Grantorany of the foregoing; and all proceeds of any of the foregoing (all of the same being hereinafter called the “Facility Collateral”), wherever located and all insurance claims and other proceeds or products thereof, whether now owned or existing or hereafter acquired or arising, wherever located and all proceeds whether in Upper Tier Borrower’s possession and products thereof (all of such properties, assets, rights control or in the possession and proceeds being hereinafter collectively referred to as the “Collateral”): all personal and fixture property of every kind and nature including all goods (including inventory, equipment, fixtures and any accessions thereto), instruments (including promissory notes), documents, accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), money, commercial tort claims, securities and all other investment property (including the Pledged Securities), supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all Intellectual Property, insurance policies and payment intangibles); provided, however, that in no event shall more than 66% of the total outstanding Foreign Subsidiary Voting Stock be required to be pledged hereunder to the extent that the pledge of such Foreign Subsidiary Voting Stock above such amount would result in a repatriation control of a material amount of foreign earnings under the Code (including “deemed dividend” provisions of Section 956 of the Code); provided, further, that the definition of “Collateral” shall not include any property or assets to the extent that the Grantors are prohibited from granting a security interest in, pledge of, or charge, mortgage or lien upon, or having a financing statement filed with respect to, any such property or assets as of the date hereof by reason of (x) an existing and enforceable negative pledge provision as of the date hereof to the extent such provision does not violate the terms of any Related Document or (y) applicable law or regulation to which such Grantors are subject, except (in the case of either of the foregoing clauses (x) and (y)) to the extent such prohibition is ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the NYUCC. The Secured Party acknowledges that the attachment of its Security Interest in any commercial tort claim of any Grantor as original collateral is subject to each Grantors’ compliance with Section 6.12third party. (b) The Secured Party represents and warrants to Upper Tier Borrower hereby irrevocably authorizes Lenders, or the Grantors that it is a “qualified purchaser” as defined in Section 2(a)(51) Administrative Agent on behalf of the Investment Company Act Lenders, at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any amendments to any previously filed financing statements and file such additional financing statements and amendments thereto that (a) indicate the Facility Collateral, and (b) provide any other information required by Article 9a of 1940the Uniform Commercial Code, as amendedfor the sufficiency or filing office acceptance of any financing statement or amendment, including whether Upper Tier Borrower is an organization, the type of organization and any organizational identification number issued to Upper Tier Borrower. Upper Tier Borrower agrees to furnish any such information to Lenders promptly upon Lenders’ request. (c) It To further the attachment, perfection and first priority of, and the ability of Lenders to enforce, Lenders’ security interest in the Facility Collateral, and without limitation on Upper Tier Borrower’s other obligations in this Agreement, Upper Tier Borrower agrees, in each case at Upper Tier Borrower’s expense, to take the following actions with respect to the following Facility Collateral: (i) If any Facility Collateral is at any time in the intention possession of a bailee, Upper Tier Borrower shall promptly notify Lenders, or the Administrative Agent on behalf of the Grantors Lenders, thereof and, at Lenders’ request and option, shall promptly obtain an acknowledgement from the bailee, in form and substance satisfactory to Lenders, that the description bailee holds such Facility Collateral for the benefit of Lenders, and that such bailee agrees to comply, without further consent of Upper Tier Borrower, with instructions from Lenders as to such Facility Collateral. Lenders agree with Upper Tier Borrower that Lenders shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by Upper Tier Borrower with respect to the bailee. (ii) Upper Tier Borrower further agrees, at the request and option of Lenders, to take any and all other actions Lenders may determine to be necessary or useful for the attachment, perfection and first priority of, and the ability of Lenders to enforce, Lenders’ security interest in any and all of the Facility Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that Upper Tier Borrower’s signature thereon is required therefor, (b) causing Lenders’ name to be noted as Lenders on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of Lenders to enforce, Lenders’ security interest in such Facility Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Facility Collateral set forth above if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Lenders to enforce, Lenders’ security interest in such Facility Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to Lenders, including, without limitation, any consent of any licensor, lessor or other Person obligated on Facility Collateral, (e) obtaining waivers from mortgagees and landlords in form and substance satisfactory to Lenders and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by Lenders to be construed to include the broadest possible range of assetsapplicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Grant of Security Interests. (a) To secure As security for the payment or performance, as the case may be, in full of the ObligationsObligations and all Post-Petition Interest and Expense Claims (collectively, the "SECURED OBLIGATIONS"), each Grantor hereby assigns to Secured Party for the benefit of the Beneficiaries, and grants Secured Party for the benefit of the Beneficiaries security interests in, all of such Grantor's right, title and interest in and to the Secured Partyfollowing types or items of property wherever located, in each case whether now or hereafter existing, owned or acquired by such Grantor, or in which such Grantor now owns or hereafter acquires an interest (collectively, the "COLLATERAL"): (a) all Inventory, including specifically all raw materials, work-in-process, finished goods, supplies, materials, spare parts, Goods held for sale or on lease or for lease or furnished or to be furnished under contracts of service, merchandise inventory, rental inventory, and returned or repossessed Goods and all rights to enforce return or repossession by reclamation, stoppage in transit or otherwise, (b) all Equipment, including specifically all manufacturing, printing, distribution, delivery, retailing, vending, data processing, communications, office and other equipment in all of its successors and assignsforms, a security interest inall vehicles, all tools, dies, and Lien onmolds, all Fixtures, all other Goods used or bought for use primarily in a business and all other Goods except Inventory, (c) all Accounts, (d) all Chattel Paper, (e) all Documents, (f) all Instruments and all other Claims that are in any respect evidenced or represented by any writing, including specifically the Intercompany Notes described on SCHEDULE 3.1(b) and all other Intercompany Notes and all other writings evidencing or representing a Claim against Borrower or any Subsidiary of the Borrower or any other Person, (i) 100% of the issued and outstanding Capital Stock of any Subsidiary of Grantor, and pledges and assigns to (ii) all other Securities not described in the Secured Partypreceding clause (i), and its successors and assignswhether constituting Certificated Securities or Uncertificated Securities, the following propertiesall Financial Assets, assets and rights of each Grantorall Security Entitlements, wherever located and whether now owned or hereafter acquired or arisingall Securities Accounts, all Commodity Contracts, all Commodity Accounts, and all proceeds other Investment Property, including specifically the Security Certificates described on SCHEDULE 3.1(b) and products thereof all other Capital Stock and all Investments permitted under subsection 4.9 of the Term Loan Agreement, (h) all money, cash and cash equivalents, including specifically all deposit accounts and all certificates of deposit, (i) all General Intangibles, including specifically (a) the property described on SCHEDULE 3.1(c), (b) all registered, unregistered and common law trademarks and service marks, trademark and servicemark applications, and all trademark, service mark and tradename license agreements to which such properties, assets, rights Grantor is a party (whether as licensor or licensee) and proceeds being hereinafter collectively referred to as the “Collateral”): all personal and fixture property of every kind and nature including all goods Claims (including inventoryinfringement claims) relating thereto, equipment, fixtures (c) all patents and any accessions thereto), instruments patent applications and all patent license agreements to which such Grantor is a party (whether as licensor or licensee) and all Claims (including promissory notes)infringement claims) relating thereto, documents(d) all registered and unregistered copyrights, accounts copyright applications and all copyright license agreements to which such Grantor is a party (whether as licensor or licensee) and Claims (including health-care-insurance receivables)infringement claims) relating thereto, chattel paper (whether tangible or electronic)e) all other intellectual property in which such Grantor has an interest, deposit accountsincluding proprietary research and development, letter-of-credit rights technical knowledge and processes, inventions (whether or not the letter of credit is evidenced by a writingpatentable and whether or not reduced to practice), moneyknow-how, commercial tort trade secrets, trade names, trade styles, logos, license agreements and user rights and Claims (including infringement claims) relating thereto, securities (f) all customer lists and agreements, (g) all supplier lists and agreements, (h) all employee and consultant lists, rights, and agreements, (i) all computing, data and information processing and communications programs, discs, designs, and information and the data and other entries thereon, (j) all books, records, catalogs, back issues, library rights and all manifestations and embodiments thereof, (k) all tax refunds, (l) all policies of insurance and condemnation awards of every type and description and the proceeds thereof, (m) all loans receivable, letters of credit, bonds and undertakings, deferred purchase price or deferred purchase consideration, consulting or non-competition payments and other investment property Indebtedness, liabilities and obligations receivable not constituting an Account and not evidenced or represented by any Instrument, Chattel Paper or Security, (n) all rights of recoupment, recourse, reimbursement, subrogation, indemnity or contribution (including those arising under the Pledged SecuritiesGuarantee, or any other Guarantee or any payment thereon, and those arising on account of any other agreement, transaction or event), supporting obligations(o) all other causes of action and Claims of every type and description, any other contract rights whether fixed or rights to the payment of moneycontingent, insurance claims and proceedsliquidated or not liquidated, accrued or not accrued, and all general intangibles judgments, orders and recoveries thereon, (including p) all Intellectual Propertyother agreements and contract rights of every type and description and Claims thereon or relating in any manner thereto, insurance policies (q) all other rights, privileges, benefits, entitlements, franchises, licenses and payment intangibles); providedexpectancies of every type and description, however(r) all other intangible property of every type and description, that in no event shall more than 66% and (s) all goodwill associated with any of the total outstanding Foreign Subsidiary Voting Stock be required to be pledged hereunder to foregoing, (j) all property that is at any time delivered to, or that is is at any time in the extent that the pledge of such Foreign Subsidiary Voting Stock above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including “deemed dividend” provisions of Section 956 of the Code); provided, further, that the definition of “Collateral” shall not include any property or assets to the extent that the Grantors are prohibited from granting a security interest in, pledge Control of, Secured Party, and (k) any and all Fixtures located on any and all owned or chargeleased real property held by such Grantor, mortgage or lien uponTOGETHER, or having a financing statement filed with respect toIN EACH CASE, any such property or assets as of the date hereof by reason of WITH (w) all accessions thereto and products and replacements thereof, (x) an existing all guaranties, Liens and enforceable negative pledge provision as other forms of the date hereof to the extent such provision does not violate the terms of any Related Document or collateral security therefor, and (y) applicable law all dividends, distributions, and payments received thereon or regulation to which such Grantors are subjectin exchange or substitution therefor or upon Transfer thereof, except (in the case of either of the foregoing clauses (x) and (y)z) to the extent such prohibition all other proceeds thereof, EXCEPT AND EXCLUDING, HOWEVER, each item of property that is ineffective under Sections 9-406an Excluded Asset, 9-407, 9-408 or 9-409 of the NYUCC. The Secured Party acknowledges that the attachment of its Security Interest in any commercial tort claim of any Grantor for as original collateral is subject to each Grantors’ compliance with Section 6.12long as it remains an Excluded Asset. (b) The Secured Party represents and warrants to the Grantors that it is a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended. (c) It is the intention of the Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets.

Grant of Security Interests. (a) To In order to secure the full and punctual payment or performance, as the case may be, in full of the ObligationsObligations in accordance with the terms thereof, each Grantor Borrower hereby grants to the Secured Party, and its successors and assigns, Lender a continuing security interest inin and to all of Borrower's right, title and Lien on, interest in and pledges to all tangible and assigns to the Secured Party, intangible personal property and its successors and assigns, the following properties, assets and rights fixtures of each GrantorBorrower, wherever located and, whether now owned or existing or hereafter acquired or arising and regardless of where located, of every kind and description (collectively, the "Collateral"), including, without limitation, the following: (i) the Receivables; (ii) the Related Security with respect to the Receivables, (iii) all Collections, including all cash collections and other cash proceeds of the Receivables; and (iv) all Equipment (other than any Equipment which is currently subject to a financing arrangement which would be in default as a result of the granting of the Lien hereunder on such Equipment); (v) all of Borrower's right, title and interest in and to all inventory of any kind (including, without limitation, all types of goods, property and other assets that are held by Borrower for sale, lease or other disposition in the ordinary course of Borrower's business or to be furnished under a contract for services, whether such goods, property and other assets are raw, in process and finished, and materials and supplies used or consumed in the business of Borrower, and goods returned to or repossessed by Borrower and goods in which Borrower has an interest in mass or a joint or other interest or right of any kind), and all accession thereto and products thereof; (vi) all of Borrower's right, title and interest in and to all present and future accounts (other than the cash security account maintained by Borrower pursuant to that certain Cash Collateral Agreement, dated as of December 20, 2001 by and between Borrower and Citicorp USA, Inc., and any and all funds or sums now or hereafter deposited in such account, all replacements and substitutions thereof, all instruments and documents in connection therewith, all powers, options, rights and privileges pertaining thereto, and all proceeds of the foregoing), contract rights, chattel paper, documents and instruments (any and all such accounts, contract rights, chattel paper, instruments, documents and rights and obligations being hereinafter referred to as the "Accounts"); (a) except for the Harlem Membership Interest, all of Borrower's right, title and interest in and to all general intangibles; (b) all rights, interest, choses in action, causes of action, claims and all other intangible property of every kind and nature, in each instance whether now owned or hereafter acquired or arisingby Borrower, including, without limitation, all corporate and other business records, all loans, royalties, all Seller Subordinated Notes (as defined in the Purchase and Contribution Agreement, and all proceeds other forms of obligations receivable whatsoever (other than Receivables); (c) all trademarks, patents, trade secrets, licenses, copyrights, goodwill, inventions, designs, registrations, permits, franchises and products thereof licenses; (d) all of such propertiescomputer programs, assetssoftware, printouts and correspondence, and advertising materials; (e) all customer and supplier contracts, sale orders, rights under license and franchise agreements, and other contracts and contract rights; (f) all interests in partnerships and joint ventures (including, without limitation, certain rights with respect to the ERC LLC Membership Interest as set forth in the ERC LLC Pledge Agreement), including all moneys due from time to time in respect thereof; (g) all federal, state and local tax refunds and federal, state and local tax refund claims; (h) all right, title and interest under leases, subleases, licenses and concessions and other agreements relating to personal property, including all moneys due from time to time in respect thereof; (i) all payments due or made to Borrower in connection with any requisition, confiscation, condemnation, seizure or forfeiture of any property by any person or governmental authority; (j) all collection accounts and deposit accounts (general or special) with any bank or other financial institution; (k) all credits with and other claims against third parties (including carriers and shippers) other than accounts; (l) all rights to indemnification; (m) all reversionary interests in pension and profit sharing plans and reversionary, beneficial and residual interests in trusts; (n) all proceeds being of insurance of which the Borrower is the beneficiary; (o) all letters of credit, guaranties, liens, security interests and other security held by or granted to the Borrower; and (p) all other intangible property, whether or not similar to the foregoing, in each instance, however and wherever arising (hereinafter collectively referred to as "General Intangibles"); and (viii) all cash and non-cash Proceeds of any of the “Collateral”): foregoing and, to the extent not otherwise included, all personal and fixture property of every kind and nature including all goods (including inventory, equipment, fixtures and any accessions thereto), instruments (including promissory notes), documents, accounts (including health-care-payments under insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not Lender is the letter of credit is evidenced by a writingloss payee thereof), moneyand any indemnity, commercial tort claimswarranty or guaranty, securities and all other investment property (including the Pledged Securities), supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all Intellectual Property, insurance policies and payment intangibles); provided, however, that in no event shall more than 66% of the total outstanding Foreign Subsidiary Voting Stock be required to be pledged hereunder to the extent that the pledge of such Foreign Subsidiary Voting Stock above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including “deemed dividend” provisions of Section 956 of the Code); provided, further, that the definition of “Collateral” shall not include any property or assets to the extent that the Grantors are prohibited from granting a security interest in, pledge of, or charge, mortgage or lien upon, or having a financing statement filed with respect to, any such property or assets as of the date hereof payable by reason of (x) an existing and enforceable negative pledge provision as of the date hereof loss or damage to the extent such provision does not violate the terms of or otherwise with respect to any Related Document or (y) applicable law or regulation to which such Grantors are subject, except (in the case of either of the foregoing clauses Collateral); in each case, howsoever Borrower's interest therein may arise or appear (x) and (ywhether by ownership, security interest, claim or otherwise)) to the extent such prohibition is ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the NYUCC. The Secured Party acknowledges that the attachment of its Security Interest in any commercial tort claim of any Grantor as original collateral is subject to each Grantors’ compliance with Section 6.12. (b) The Secured Party represents and warrants Notwithstanding anything to the Grantors contrary contained in this Section 14.1 or elsewhere in this Agreement, "Collateral" expressly excludes Excluded Collateral. To the extent the provisions of this Section 14.1 or other provisions of this Agreement create a security interest in any property that it is a “qualified purchaser” as defined subsequently falls within the definition of Excluded Collateral, Lender hereby agrees that such property shall be automatically released at that time from any such security interest and that Lender shall from that time have no further security interest or other right in Section 2(a)(51) of the Investment Company Act of 1940, as amendedor to such property. (c) It is Notwithstanding anything to the intention of contrary contained in this Section 14.1 or elsewhere in this Agreement, "Collateral" expressly excludes (i) until Borrower executes and delivers to Lender the Grantors that Alliance Pledge Agreement pursuant to Section 10.29(iii), the description of Alliance Membership Interest (and automatically upon such execution and delivery, the Alliance Membership Interest shall constitute Collateral), and (ii) until Borrower executes and delivers to Lender the applicable Collateral set forth above be construed Assignment pursuant to include Section 10.29(i) and/or Section 10.29(ii), the broadest possible range of assetsapplicable Second Closing Date Collateral (and automatically upon such execution and delivery, the applicable Second Closing Date Collateral shall constitute Collateral).

Grant of Security Interests. (a) To secure the payment or performancepayment, as the case may be, in full performance and observance of the Secured Obligations, each Grantor Debtor hereby grants and confirms and reaffirms its grant under the Original Security Agreement to Agent, for the Secured Party, benefit of Agent and its successors and assignsthe Lenders, a continuing security interest in, and Lien onright of setoff against, and pledges and assigns an assignment to the Secured Party, and its successors and assigns, the following properties, assets Agent of all of Debtor's personal property and rights of to personal property, in each Grantorcase, wherever located and whether now owned or existing or hereafter acquired or arising, arising and all proceeds regardless of where located and products thereof shall include the following (all of such properties, assets, rights and proceeds being hereinafter collectively referred to herein as the “"Collateral”): "): (A) Accounts; (B) Inventory; (C) General Intangibles; (D) Documents; (E) Instruments; (F) Equipment; (G) Fixtures; (H) Investment Property; (I) Chattel Paper; (J) Commercial Tort Claims, including those specified on Schedule IV; (K) Deposit Accounts, all personal cash, and fixture other property deposited therein from time to time and other monies and property in the possession or under the control of every kind and nature including all goods Agent or any Lender or any affiliate, representative, agent or correspondent of Agent or any Lender; (including inventory, equipment, fixtures and any accessions thereto), instruments L) Goods; (including promissory notes), documents, accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letterM) Letter-of-credit rights Credit Rights; (N) Supporting Obligations; (O) All other personal property whether or not subject to the letter UCC; (P) All books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing Software that at any time evidence or contain information relating to any of credit the property described in subparts (A) through (O) above or are otherwise necessary or helpful in the collection thereof or realization thereon; and (Q) Proceeds and products of all or any of the property described in subparts (A) through (P) above. Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to (a) any lease, license, contract, property rights or agreement to which Debtor is evidenced a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of Debtor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent any such term would be rendered ineffective by a writing), money, commercial tort claims, securities and all the UCC or any other investment property applicable law (including the Pledged SecuritiesBankruptcy Code) or principles of equity), supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all Intellectual Property, insurance policies and payment intangibles); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such lease, license contract, property right or agreement that does not result in no event shall more than 66any of the consequences specified in clauses (i) or (ii); or (b) any of the outstanding capital stock of a Foreign Subsidiary in excess of 65% of the total outstanding Foreign Subsidiary Voting Stock be required to be pledged hereunder to the extent that the pledge voting power of all classes of capital stock of such Foreign Subsidiary Voting Stock above such amount would result entitled to vote, provided that, upon an amendment to the IRC to allow a pledge of a greater percentage of the voting power of capital stock in a repatriation Foreign Subsidiary without adverse tax consequences to Debtor, the Collateral shall include, and the security interest granted by the Debtor shall attach to, such greater percentage of a material amount capital stock of foreign earnings under the Code (including “deemed dividend” provisions of Section 956 of the Code); provided, further, that the definition of “Collateral” shall not include any property or assets each Foreign Subsidiary. Notwithstanding anything herein to the extent that contrary, so long as no Event of Default has occurred and is continuing, Debtor shall have the Grantors are prohibited from granting a security interest inexclusive, pledge of, or charge, mortgage or lien upon, or having a financing statement filed non-transferable right and license to use the Intellectual Property and the exclusive right to grant to other Persons licenses and sublicenses with respect to, any such property or assets as of the date hereof by reason of (x) an existing and enforceable negative pledge provision as of the date hereof to the extent such provision does not violate the terms of any Related Document or (y) applicable law or regulation to which such Grantors are subject, except (in the case of either of the foregoing clauses (x) and (y)) to the extent such prohibition is ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the NYUCC. The Secured Party acknowledges that the attachment of its Security Interest in any commercial tort claim of any Grantor as original collateral is subject to each Grantors’ compliance with Section 6.12Intellectual Property. (b) The Secured Party represents and warrants to the Grantors that it is a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended. (c) It is the intention of the Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets.