Common use of Grant of Security Interests Clause in Contracts

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and 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, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and 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 thereunderthereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Documents and other assets (including cash)Instruments, (ix) the Cash Collateral Account and all monies, securities, securities and instruments and other investments deposited or required to be deposited in such Cash Collateral Account, and (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include (i) any direct Contract between any United States Government Authority and any Assignor and (ii) motor vehicles.

Grant of Security Interests. (a) As security for the --------------------------- prompt and complete payment and performance when due of all of its the Obligations, each Assignor the Pledgor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Permitted Liens) in, all of the right, title and interest of such Assignor the Pledgor in, to and 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, (iii) all Inventory, (iv) the Cash Collateral Account established for the Pledgor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor the Pledgor symbolized by the Marks, (vivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such Assignor the Pledgor and all intellectual property rights therein and all other proprietary information of such Assignorthe Pledgor, including, but not limited to, Trade Secrets RightsSecrets, (viiiix) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Documents and Instruments and (other assets (including cashthan the Pledged Securities), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xix) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligationsthe Obligations of such Assignor, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and 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, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash)of such Assignor, (ix) the Cash Collateral Account and all monies, securities, instruments securities and other investments Instruments deposited or required to be deposited in such Cash Collateral Account, Account and (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term Collateral shall not include any American Supplies as defined in the American Airlines Catering Agreements with Sky Chefs and Caterair (as in effect on the date hereof).

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and 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 thereunderthereunder (other than Contracts which by their terms cannot be pledged), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Documents and other assets (including cash)Instruments, (ix) the Cash Collateral Account and all monies, securities, securities and instruments and other investments deposited or required to be deposited in such Cash Collateral Account, and (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all personal and fixture property of such Assignor of every kind and nature, whether now existing or hereafter from time to time acquired, including, without limitation, in, to and 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, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Secret Rights, (viii) all software and all software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all other recorded data of any kind or nature, regardless of the medium of recording, (ix) all other Goods, General Intangibles, Investment Property, Permits, Chattel PaperPaper (whether tangible or electronic), DocumentsDocuments and Instruments, Instruments and other assets (including cashx) all Letter of Credit Rights (whether or not the respective letter of credit is evidenced by a writing), (ixxi) all commercial tort claims, (xii) all cash, (xiii) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such the Cash Collateral Account, (xxiv) all other bank, demand, deposit, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xv) all Supporting Obligations, and (xixvi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and 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 thereunderthereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money thereunder shall not be excluded from the security interest created hereunder)), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Documents and other assets (including cash)Instruments, (ix) the Cash Collateral Account and all monies, securities, securities and instruments and other investments deposited or required to be deposited in such Cash Collateral Account, and (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and 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 thereunderthereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Permits, Investment Property (other than Pledged Securities), Instruments and other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, securities and instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, (x) the term Collateral shall not include any direct Contract between any United States Government Authority and any Assignor and (y) no Assignor shall be required to take any action to perfect any security interest in motor vehicles.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing first priority security interest in, all of the right, title and interest of such Assignor in, to and 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, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) the Cash Collateral Account established for such Assignor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (vii) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Secret Rights, (viiiix) all insurance policies, (x) all Permits, (xi) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Documents and Instruments and (other assets (including cashthan the Pledged Securities), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xixii) all Proceeds and products of any and all of the foregoing (all of the above, above collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor does Heritage and the Operating Partnership do hereby pledge, grant, sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing first priority security interest (subject only to Permitted Liens) in, all of the right, title and interest of such Assignor the Company in, to and under all of the following, whether now existing or hereafter from time to time acquired: acquired (collectively, the "COLLATERAL"): (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all InventoryEquipment, (iv) all EquipmentInventory, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksGeneral Intangibles, (vi) all Patents any Cash Concentration Account established for the Company, as and Copyrightswhen required by Section 2.7, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, securities and instruments and other investments deposited or required to be deposited in such Cash Collateral Concentration Account, (xvii) all other bankChattel Paper, demandDocuments and Instruments, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and (viii) all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accountscapital stock of the Company's Subsidiaries, in accordance with Section 1.1(c), and (xiix) all Proceeds and products of any and all Collateral referred to in clauses (i) through (viii) of this Section 1.1(a); provided, however, that Collateral shall not include for any purpose under this Agreement or any other Financing Document any property subject to a Lien incurred pursuant to clause (i), (vii), (viii) or (xv) (to the extent clause (xv) applies to clause (i), (vii) or (viii)) of Section 6C of the foregoing Note Purchase Agreement, clause (all i), (vii), (viii) or (xv) (to the extent clause (xv) applies to clause (i), (vii) or (viii)) of Section 7B.3 of the aboveCredit Agreement and the parallel provisions of any Additional Parity Debt Agreement, collectivelyunless the Indebtedness secured by such Lien shall have been paid or discharged and such Lien is released, at which time such property will become Collateral if it is of such character that it would be Collateral except for the "Collateral")presence of such Lien.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, Creditors a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all ContractsContracts (other than Excluded Contracts except to the extent provided in the definition thereof), together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) the Cash Collateral Account established for such Assignor and all monies, securities, Financial Assets, Investment Property and instruments deposited in or credited to or required to be deposited in or credited to such Cash Collateral Account, (vii) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such Assignor and all intellectual property rights therein (to the extent not constituting Excluded Contracts) and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viiiix) all insurance policies, (x) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Documents and Instruments and (other assets (including cashthan the Pledged Securities), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, above collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and 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, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Instruments, Investment Property (except to the extent pledged under the Pledge Agreement) and other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and 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 thereunderthereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Documents and other assets (including cash)Instruments, (ix) the Cash Collateral Account and all monies, securities, securities and instruments and other investments deposited or required to be deposited in such Cash Collateral Account, and (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include motor vehicles.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral AgentLender, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured CreditorsLender, a continuing security interest of first priority in, and lien on, all of the right, title and interest of such Assignor in, to and 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 thereunderthereunder (other than Contracts which by their terms cannot be pledged), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Documents and other assets (including cash)Instruments, (ix) the Cash Collateral Account and all monies, securities, securities and instruments and other investments deposited or required to be deposited in such Cash Collateral Account, Account and (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding the foregoing provisions of Section 1.1, to the extent that any General Intangibles, not including any Receivables, included in the term "Collateral" are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto without the consent of the licensor or lessor thereof or other applicable party thereto and such consent has not been obtained, such General Intangibles shall not be included in the "Collateral"; provided, however, upon obtaining any of such consents, such General Intangibles shall be included in the "Collateral".

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agentassign, and does hereby pledge pledge, hypothecate and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and 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, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information Proprietary Information of such Assignor, including, but not limited to, Trade Secrets Secret Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding the foregoing, the security interest granted herein shall not extend to and the term "Collateral" shall not include any property, rights or licenses to the extent the granting of a security interest therein (1) would be contrary to applicable law or (2) is prohibited by or would constitute a default under any agreement or document governing such property, rights or licenses (but only to the extent such prohibition is enforceable under applicable law and only for so long as such prohibition exists).

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its ObligationsObligations (all capitalized terms used herein and defined in Section 9.1 shall be used herein as so defined), each Assignor of the Assignors does hereby sell, assign and transfer unto the Collateral AgentLender, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, Lender a continuing security interest of first priority in, all of the right, title and interest of each of such Assignor in, to and 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, ; (iii) all Inventory, ; (iv) all Equipment, ; (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business businesses of such Assignor each of the Assignors symbolized by the Marks, ; (vi) all Patents and Copyrights, ; (vii) all computer programs of such Assignor each of the Assignors and all intellectual property rights therein and all other proprietary information of such Assignoreach of the Assignors, including, but not limited to, Trade Secrets Rights, trade secrets; (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, securities and instruments and other investments deposited or required to be deposited in such the Cash Collateral Account, ; (xix) all other bankGoods, demandGeneral Intangibles, time savingsChattel Paper, cash management, passbook, certificates of deposit Documents and similar accounts maintained by such Assignor and all monies, securities, instruments and Instruments (other investments deposited or required to be deposited in any of the foregoing accounts, than Pledged Stock); and (xix) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for In order to secure its [Canadian Secured Guarantor Obligations], the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant Lien Grantor grants to the Collateral Agent for the benefit of the Secured Creditors, Parties a continuing security interest in, in all the following property of the right, title and interest of such Assignor in, to and under all of the followingLien Grantor, whether now owned or existing or hereafter from time acquired or arising and regardless of where located, but subject to time acquired: the exclusions in Section 2(b) (the "New Collateral"): (i) each and every Receivableall Accounts, (ii) all Contracts, together with all Contract Rights arising thereunderChattel Paper, (iii) all Inventorydeeds, documents, writings, papers, books of account and other books relating to or being records of debts, Chattel Paper or Documents of Title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable, (iv) all EquipmentDocuments of Title (whether negotiable or not), (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the MarksEquipment, (vi) all Patents Goods (including all parts, accessories, attachments, special tools, additions and Copyrightsaccessions thereto), (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets RightsInstruments, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash)Inventory, (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral AccountIntangibles, (x) all other bankSecurities directly owned by the Lien Grantor and issued by a Material Canadian Subsidiary, demand(xi) the Collateral Account, all financial assets credited to the Collateral Account from time savingsto time, all cash managementdeposited therein from time to time and the Liquid Investments made pursuant to Section 8(d) of the Guarantee and Security Agreement, passbook(xii) all books and records (including, certificates of deposit and similar accounts maintained by such Assignor and all monieswithout limitation, securitiescustomer lists, instruments credit files, computer programs, printouts and other investments deposited or required computer materials and records) of such Lien Grantor pertaining to be deposited in any of the foregoing accounts, New Collateral and (xixiii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral")New Collateral described in Clauses 2(a)(i) through 2(a)(xii) hereof.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each the Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and here by grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Liens permitted under Section 9.01 of the Credit Agreement) in, all of the right, title and interest of such the Assignor in, to and 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, (iii) all Inventory, (iv) the Cash Collateral Account (B) established for the Assignor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account (B), (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such the Assignor symbolized by the Marks, (vivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such the Assignor and all intellectual property rights therein and all other proprietary information of such the Assignor, including, but not limited to, Trade Secrets RightsSecrets, (viiiix) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Documents and Instruments and (other assets (including cashthan the Pledged Securities), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xix) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt and --------------------------- complete payment and performance when due of all of its the Obligations, each the Assignor does hereby sell, assign and transfer unto the Collateral Canadian Administrative Agent, and does hereby pledge and grant to the Collateral Canadian Administrative Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Liens not prohibited by the Credit Agreement) in, all of the right, title and interest of such the Assignor in, in and to and under all of the followingpersonal property and undertaking of the Assignor, whether now existing or hereafter from time to time acquiredacquired including, without limitation, the following: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Money, (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such the Assignor symbolized by the Marks, (vivii) all Patents and Copyrights, (viiviii) all computer programs of such the Assignor and all intellectual property rights therein and all other proprietary information of such the Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viiiix) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Documents and other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accountsInstruments, and (xix) all Proceeds and products of any and all of the foregoing, but excluding, in each case, any of the foregoing which constitute Consumer Goods (all of the unexcluded above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its ObligationsObligations (all capitalized terms used herein and defined in Section 9.1 shall be used herein as so defined), each the Assignor does hereby sell, assign and transfer unto the Collateral AgentAssignee, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, Assignee a continuing security interest of first priority in, all of the right, title and interest of such the Assignor in, to and 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, ; (iii) all Inventory, ; (iv) all Equipment, ; (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such the Assignor symbolized by the Marks, ; (vi) all Patents and Copyrights, ; (vii) all computer programs of such the Assignor and all intellectual property rights therein and all other proprietary information of such the Assignor, including, but not limited to, Trade Secrets Rights, trade secrets; (viii) all cash of the Assignor wherever held and in whatever form; (ix) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Documents and Instruments (other than Pledged Stock); and other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of such Assignor in, to and 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 thereunderthereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money thereunder shall not be excluded from the security interest created hereunder)), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs pro grams of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Documents and other assets (including cash)Instruments, (ix) the Cash Collateral Account and all monies, securities, securities and instruments and other investments deposited or required to be deposited in such Cash Collateral Account, and (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of such the Assignor in, to and 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, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such the Assignor symbolized by the Marks, (vivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiviii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets RightsSecrets, (viiix) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Documents and Instruments and (other assets (including cashthan the Pledged Securities), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each the Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the ratable benefit of the Bank Creditors, the Interest Rate Protection Creditors and the Senior Noteholders, in each case to the extent from time to time holding Obligations of the Assignor secured hereunder (collectively, and together with the Collateral Agent, the "Secured Creditors"), a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Liens permitted under Section 9.01 of the Credit Agreement) in, all of the right, title and interest of such the Assignor in, to and 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, (iii) all Inventory, (iv) the Cash Collateral Account established for the Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such the Assignor symbolized by the Marks, (vivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such the Assignor and all intellectual property rights therein and all other proprietary information of such the Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viiiix) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Documents and Instruments (other than the Pledged Securities and any other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited capital stock or promissory notes not required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required pledged pursuant to be deposited in any of the foregoing accountsCompany Pledge Agreement), and (xix) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"); provided, however that to the extent that any Contract may be terminated (in accordance with the terms thereof after giving effect to any applicable laws) in the event of granting of a security interest therein, or in the event the granting of a security interest in any Contract shall violate applicable law, then the security interest granted hereby shall be limited to the extent necessary so that such Contract may not be so terminated or no such violation of law shall exist, as the case may be.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, in each case for the benefit of the Secured Creditors, a continuing security interest inof first priority, subject only to Permitted Liens, in all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts (other than Excluded Contracts, except to the extent provided in the definition thereof), together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (to the extent not constituting Excluded Contracts, except to the extent provided in the definition thereof) and all other proprietary information of such Assignor, including, but not limited to, trade secrets and Trade Secrets Secret Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Documents and Instruments and (other assets (including cashthan Pledged Securities), (ix) the Cash Collateral Account and all monies, securities, securities and instruments and other investments deposited or required to be deposited in such Cash Collateral Account, and (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding the foregoing, the term "Collateral" shall not include any Receivable and related asset from and after the time that same is transferred to the Receivables Subsidiary pursuant to the Accounts Receivable Facility Documents.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of such the Assignor in, to and under all of the followingfollowing (in each case, to the extent not subject to any liens created pursuant to the Synthetic Lease Financing Documents), 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, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such the Assignor symbolized by the Marks, (vivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiviii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets RightsSecrets, (viiix) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Documents and Instruments and (other assets (including cashthan the Pledged Securities), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As Each Assignor, as security for the prompt and complete payment and performance when due of all of its Obligationsthe Obligations of such Assignor, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, Creditors a continuing security interest (or, in the case of clause (vii) below to the extent not registered with the United States Patent and Trademark Office, a security interest to the extent permitted by applicable law) in, all of the right, title and interest of such Assignor in, to and 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, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the such Marks, (vi) the Cash Collateral Account established for such Assignor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (vii) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Secret Rights, (viiiix) all insurance policies, (x) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Documents and Instruments and (other assets (including cashthan the Pledged Securities), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, above collectively, the "Collateral").

Grant of Security Interests. (a) As security for the full and prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of its the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured CreditorsParties, a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Liens permitted under Section 8.02 of the Credit Agreement and existing on the Restatement Effective Date) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: acquired (all of the following, with respect to any single Assignor, collectively, the "Collateral"): (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunderthere-under, (iii) all Inventory, (iv) the Cash Collateral Account established for the Assignor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such the Assignor symbolized by the Marks, (vivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such the Assignor and all intellectual property rights therein and all other proprietary information of such the Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viiiix) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Documents and Instruments (other than the Pledged Securities and any other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited capital stock or promissory notes not required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required pledged pursuant to be deposited in any of the foregoing accountsXtra Pledge Agreement), and (xix) all Proceeds and products of any and all Collateral referred to in clauses (i) through (ix) above and this clause (x); provided, however, that to the extent that any Contract may be terminated (in accordance with the terms thereof after giving effect to any applicable laws) in the event of the foregoing (all granting of a security interest therein, or in the aboveevent the granting of a security interest in any Contract shall violate applicable law, collectivelythen the security interest granted hereby shall be limited to the extent necessary so that such Con- tract may not be so terminated or no such violation of law shall exist, as the "Collateral")case may be.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured CreditorsFunds, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and 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, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Secret Rights, (viii) all insurance policies, (ix) all Permits, (x) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accountsInvestment Property, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, above collectively, the "Collateral"); provided however, that the Collateral shall not include the assets of the Company or AuraSound licensed to (A) Daewoo Electronics Co., Ltd. pursuant to that certain License Agreement dated August 19, 1996 (the "Daewoo License Agreement") only to the extent a security interest in such Collateral is prohibited under the original terms of the Daewoo License Agreement, and (B) Speaker Acquisition Sub pursuant to that certain Assignment and License Agreement dated July 15, 1999 (the "Algo License Agreement") only to the extent a security interest in such Collateral is prohibited under the original terms of the Algo License Agreement.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and 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, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Secret Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured CreditorsCreditors (and does hereby reconfirm its assignment, transfer, pledge and grant to the Collateral Agent under the Original Security Agreement of), a continuing security interest in, all of the right, title and interest of such Assignor in, to and 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, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Instruments, Investment Property (except to the extent pledged under the Pledge Agreement) and other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement (including Section 3.6 hereof or certain of the representations and warranties contained herein), no Assignor shall be required to deliver any Instrument hereunder with an outstanding principal amount of $50,000 or less, provided that no more than $100,000 in the aggregate of all such $50,000 or less Instruments (including, for this purpose, any Pledged Notes (as defined in the Pledge Agreement) not required to be delivered pursuant to the Pledge Agreement) shall be excluded from the delivery requirements under this Agreement.

Grant of Security Interests. Each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located (a) As collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all of its Obligations(whether at the stated maturity, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit by acceleration or otherwise) of the Secured Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, Obligations (whether now existing or hereafter arising hereafter): (a) all Accounts; (b) all Chattel Paper; (c) all Commercial Tort Claims, including those specifically described on Schedule 7 hereto (as such schedule may be updated from time to time acquired: time); (d) all Deposit Accounts and all Securities Accounts (other than Excluded Accounts that are Excluded Assets); (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) each and every Receivable, all Goods; (iij) all ContractsInstruments; (k) all Intellectual Property and all claims and the right to sue at law or in equity for any infringement or other violation thereof, together with including the right to receive all Contract Rights arising thereunder, proceeds and damages therefrom; (iiil) all Inventory, ; (ivm) all EquipmentInvestment Property (including all Pledged Collateral), (v) and all Marksrights, together interests and claims with the registrations and right to all renewals respect thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor including under any and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash), (ix) the Cash Collateral Account and all monies, securitiesrelated agreements, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, documents; (xn) all other bankLetter-of-Credit Rights; Letters of Credit, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accountsPromissory Notes, and Drafts; (xio) all Proceeds and products of any and Money; (p) all of the foregoing (all of the above, collectively, the "Collateral").Receivables;

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agentpledge, and does hereby pledge hypothecate and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: acquired (i) each and every Receivableall of the following being collectively called, (ii) the "Collateral"): all Accounts, all Chattel Paper, all Contracts, together with all Contract Rights arising thereunder, all Deposit Accounts (iiiincluding any and all Cash Collateral Accounts) and all monies, securities, instruments and other investments deposited or required to be deposited in such Deposit Accounts, all Documents, all Equipment, all General Intangibles, all Goods, all Instruments, all Insurance, all Intellectual Property, all Inventory, (iv) all EquipmentInvestment Related Property, (v) all Letter of Credit Rights, all letters of credit, all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Money, all Patents and CopyrightsCopyrights and all reissues, (vii) renewals or extensions thereof, all Receivables, all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information Proprietary Information of such Assignor, including, but not limited to, Trade Secrets Rights, all Supporting Obligations (viiito the extent not otherwise included above), together with (i) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments substitutions and other assets (including cash), (ix) the Cash Collateral Account replacements for and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates products of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accountsforegoing; (ii) in the case of all Goods, all accessions; (iii) all accessories, attachments, parts, equipment and repairs now or hereafter attached or affixed to or used in connection with any Goods; (iv) all warehouse receipts, bills of lading and other documents of title now or hereafter covering such Goods; and (xiv) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral")foregoing.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest inof first priority, subject only to Permitted Liens, in all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts (other than Excluded Contracts), together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (to the extent not constituting Excluded Contracts) and all other proprietary information of such Assignor, including, but not limited to, trade secrets and Trade Secrets Secret Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Documents and other assets (including cash)Instruments, (ix) the Cash Collateral Account and all monies, securities, securities and instruments and other investments deposited or required to be deposited in such Cash Collateral Account, and (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in, of first priority (subject only to Permitted Liens (i) existing on the date hereof or (ii) otherwise having priority under applicable law) in all of the right, title and interest of such Assignor in, to and 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, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (vii) all computer programs of such Assignor and all intellectual intel lectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash)of such Assignor, (ix) the Cash Collateral Account and all moniesmoneys, securities, instruments securities and other investments Instruments deposited or required to be deposited in such Cash Collateral Account, Account and (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the --------------------------- prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all ContractsContracts (other than Excluded Contracts except to the extent provided in the definition thereof), together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (to the extent not constituting Excluded Contracts) and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Documents and other assets (including cash)Instruments, (ix) the Cash Collateral Account and all monies, securities, securities and instruments and other investments deposited or required to be deposited in such Cash Collateral Account, and (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding the foregoing, the term "Collateral" shall not include any Specified Asset that is transferred to the Receivables Entity pursuant to (but only after the execution and delivery of) the Accounts Receivable Facility Documents.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor does hereby collaterally assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and other Permitted Liens) in, all of the right, title and interest of such Assignor in, to and 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, (iii) all Inventory, (iv) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets RightsSecrets, (viiiix) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Documents and Instruments and (other assets (including cashthan the Pledged 201 EXHIBIT I Page 3 Securities), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xix) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral AgentAgent (and hereby reconfirms its assignment under the Original Security Agreement), and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured CreditorsCreditors (and hereby reconfirms its pledge and grant under the Original Security Agreement), a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and 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 thereunderthereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money due or to become due thereunder shall not be excluded from the security interest created hereunder)), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Documents and other assets (including cash)Instruments, (ix) the Cash Collateral Account and all monies, securities, securities and instruments and other investments deposited or required to be deposited in such Cash Collateral Account, and (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in the immediately preceding sentence, the term Collateral shall not include motor vehicles.

Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agentpledge, and does hereby pledge hypothecate and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: acquired (i) each and every Receivableall of the following being collectively called, (ii) the “Collateral”): all Accounts, all Chattel Paper, all Contracts, together with all Contract Rights arising thereunder, all Deposit Accounts (iiiincluding any and all Cash Collateral Accounts) and all monies, securities, instruments and other investments deposited or required to be deposited in such Deposit Accounts, all Documents, all Equipment, all General Intangibles, all Goods, all Instruments, all Insurance, all Intellectual Property, all Inventory, (iv) all EquipmentInvestment Related Property, (v) all Letter of Credit Rights, all letters of credit, all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Money, all Patents and CopyrightsCopyrights and all reissues, (vii) renewals or extensions thereof, all Receivables, all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information Proprietary Information of such Assignor, including, but not limited to, Trade Secrets Rights, all Supporting Obligations (viiito the extent not otherwise included above), together with (i) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments substitutions and other assets (including cash), (ix) the Cash Collateral Account replacements for and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates products of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accountsforegoing; (ii) in the case of all Goods, all accessions; (iii) all accessories, attachments, parts, equipment and repairs now or hereafter attached or affixed to or used in connection with any Goods; (iv) all warehouse receipts, bills of lading and other documents of title now or hereafter covering such Goods; and (xiv) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").foregoing. infoUSA Amended and Restated Security Agreement