Common use of Grant of Security Interests Clause in Contracts

Grant of Security Interests. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Deposit Accounts; (d) all Documents; (e) all Equipment; (f) all Fixtures; (g) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged Notes; (j) all Intellectual Property; (k) all Inventory; (l) all Investment Property; (m) all other tangible and intangible personal property not otherwise described above; (n) all books and records pertaining to the Collateral; and (o) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3.1, this Agreement shall not constitute a grant of a security interest in (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereof, (iii) any property to the extent that such grant of a security interest is (A) prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark application under applicable federal law. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, shall be excluded from the definition of “Collateral”.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Deposit AccountsCommercial Tort Claims; (d) all DocumentsDeposit Accounts; (e) all EquipmentDocuments; (f) all Equipment; (g) all Fixtures; (gh) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged NotesGoods; (j) all Instruments; (k) all Intellectual Property; (kl) all Inventory; (lm) all Investment Property; Property (m) including all other tangible and intangible personal property not otherwise described abovePledged Collateral); (n) all books Letter-of-Credit Rights; (o) all Money; (p) all Books and records pertaining to the Collateral; (q) all other property not otherwise described above; and (or) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (q) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include, any Excluded Assets. Notwithstanding any of the other provisions set forth in this Section 3.13, this Agreement shall not constitute a grant of a security interest in (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereof, (iii) any property to the extent that such grant of a security interest is (A) prohibited by any Requirements Requirement of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreementproperty, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, 408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable lawlaw (including the Bankruptcy Code) or principles of equity; provided, (B) to limithowever, impairthat such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or otherwise affect the Collateral Agent’s continuing security interests in such prohibition, breach, default or termination is no longer applicable or is waived, and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that severable, shall attach immediately to any consent or waiver has been obtained that would permit portion of the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statutedoes not result in such consequences; and provided, Farm Productsfurther, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any no United States Collateral, any “intent-to-use” Trademark applications prior use trademark or service xxxx application shall be included in the Collateral to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, extent that, and solely during the period, if any, period in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark use trademark or service xxxx application under applicable federal Federal law. It is hereby understood After such period, each Grantor acknowledges that such interest in such trademark or service xxxx application shall be subject to a security interest in favor of the Administrative Agent and agreed that any Property described shall be included in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, shall be excluded from the definition of “Collateral”.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Deposit Accountscash and Cash Equivalents; (d) all DocumentsDeposit Accounts, Securities Accounts and Commodity Accounts; (e) all EquipmentDocuments; (f) all Equipment; (g) all Fixtures; (gh) all General Intangibles; (hi) all Goods not covered by the other clauses of this Section 3; (ij) all Instruments, including the Pledged Notes; (jk) all Pledged Stock; (l) all Intellectual Property; (km) all Inventory; (ln) all Investment Property; (mo) all Letters of Credit and Letter-of-Credit Rights; (p) all Commercial Tort Claims described on Schedule 5 and on any supplement thereto received by the Collateral Agent; (q) all other tangible and intangible personal property not otherwise described above; (nr) all books and records pertaining to the Collateral; and (os) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3.1, this Agreement shall not constitute a grant of a security interest in (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereofVehicles, (iii) any property to the extent that such grant of a security interest is (A) prohibited by any Requirements requirements of Law of a Governmental AuthorityLaw, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or any similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided thatlaw; provided, that the foregoing exclusions of this clause (iii) shall in no way be construed (Ax) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable lawLaw, (By) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x1) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), ) or (y2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (Cz) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), ) and (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States CollateralIntellectual Property, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the ability to obtain a registration from such “intent-to-use” Trademark application, or the validity or enforceability of any registration that issues from such “intent-to-use” Trademark application under applicable federal law. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (os) above, shall be excluded from the definition of “Collateral”.

Grant of Security Interests. Each Grantor Subject to the terms and conditions hereof (including the terms and conditions relating to the release of the security interests granted hereby contained in Article V and Article IX) and subject to the receipt by Pledgor of the product of (1) the Firm Initial Forward Amount and (2) the Applicable Percentage at the First Time of Delivery (and, in the case of the Pledged Items referred to in Section 4.1(b), the delivery of such additional Collateral in accordance with Section 5.4), in order to secure the Secured Obligations, Pledgor hereby collaterally assigns, pledges and grants to the Collateral Agent, as agent of and for the ratable benefit of the Secured PartiesPurchaser, a security interest in and to, and a Lien upon and right of set-off against, all of Pledgor’s right, title and interest in, to and under the following, whether now existing or hereafter arising: (i) a number of Shares equal to the Contract Shares, being the Pledged Items described in Section 2.2; (ii) the Pledged Items described in Section 4.1(b) (provided that, for the avoidance of doubt, and solely for purposes of this clause (ii), such Section 4.1(b) shall be interpreted without giving effect to the first parenthetical therein); (iii) any Eligible Collateral identified on a certificate delivered pursuant to Section 5.2 or 5.3 hereof; (iv) the Pledged Account and all Cash, securities and other property now or hereafter deposited therein; (v) all additions to and substitutions for any of the foregoing; (vi) all income, products and proceeds and collections (including dividends, other distributions and interest) received or to be received, or derived or to be derived, now or any time hereafter from or in connection with any of the foregoing; and (vii) all powers and rights now owned or hereafter acquired under or with respect to the Pledged Items (all of the following property now owned or at any time hereafter acquired or created by foregoing, including such Grantor or in which such Grantor now has or at any time in the future may acquire any rightPledged Items, title or interest (collectivelyadditions, substitutions, income, products and proceeds, collections, powers and rights, being collectively called the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Deposit Accounts; (d) all Documents; (e) all Equipment; (f) all Fixtures; (g) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged Notes; (j) all Intellectual Property; (k) all Inventory; (l) all Investment Property; (m) all other tangible and intangible personal property not otherwise described above; (n) all books and records pertaining . Subject to the Collateral; and (o) to the extent not otherwise includedprovisions of Article VII, all Proceeds, Supporting Obligations and products of any of the Collateral and products of any and Agent shall have all of the foregoing rights, remedies and all collateral security and guarantees given by any Person recourses with respect to any of the foregoing; providedCollateral afforded a secured party by the UCC, howeverin addition to, that notwithstanding any of and not in limitation of, the other provisions set forth in this Section 3.1rights, this Agreement shall not constitute a grant of a security interest in (i) any leasehold interest in real property, (ii) any Vehicles remedies and all Proceeds thereof, (iii) any property recourses afforded to the extent that such grant of a security interest is (A) prohibited Collateral Agent by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark application under applicable federal law. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, shall be excluded from the definition of “Collateral”Agreement.

Grant of Security Interests. Each Grantor To secure the due and punctual payment of all Finance Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, in accordance with the terms thereof and to secure the performance of all of the obligations of each Credit Party hereunder and under the other Finance Documents, each Credit Party hereby grants to the Collateral Agent, Agent for the ratable benefit of the Secured Parties a security interest in, and each Credit Party hereby pledges and collaterally assigns to the Collateral Agent for the benefit of the Secured Parties, a security interest in all of such Credit Party’s right, title and interest in, to and under the following property following, whether now owned or at any time existing or hereafter acquired acquired, created or created by such Grantor arising, whether tangible or in intangible, and regardless of where located (all of which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, are herein collectively called the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Deposit Accounts; (d) all Documents; (e) all Equipment; (f) all Fixtures; (g) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3;): (i) all Instruments, including the Pledged NotesStock; (jii) all Intellectual PropertyInstruments; (kiii) all InventoryLLC Interests; (liv) all Partnership Interests; (v) Investment Property; (mvi) all other tangible and intangible personal property not otherwise described aboveFinancial Assets; (nvii) all books and records pertaining to the CollateralGeneral Intangibles; and (oviii) to the extent not otherwise included, all Proceeds, Supporting Obligations and products Proceeds of all or any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoingdescribed in clauses (i) through (vii) hereof; provided, however, that notwithstanding any that, except as otherwise required by Section 8.10 of the other provisions set forth in this Section 3.1Credit Agreement, this Agreement the Collateral shall not constitute a grant of a security interest in include (i) any leasehold interest in real propertyof the outstanding capital stock of, or other equity interests in, any Subsidiary of the Company which is owned by another Subsidiary of the Company; (ii) more than 65% of the outstanding capital stock of, or other equity interests in, any Vehicles and all Proceeds thereof, Foreign Subsidiary owned directly by the Company; (iii) any property to of the extent that outstanding capital stock of, or other equity interests in, ATS or ALC if and so long as the aggregate book value of their Excluded Domestic Assets does not exceed the Allowed Exclusion Amount; or (iv) any of the outstanding capital stock of, or other equity interests, in any Subsidiary where such grant of a security interest is pledge would (A) be prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) result in material adverse tax consequences to limitthe Company, impair(C) in the case of any Subsidiary which is not a Wholly-Owned Subsidiary or any joint venture existing on the Effective Date, result in a breach of a joint venture agreement, operating agreement or other similar document or agreement in the form existing on the Effective Date, (D) in the case of any Subsidiary which is not a Wholly-Owned Subsidiary or any joint venture created or acquired after the Effective Date, result in a breach of a joint venture agreement, operating agreement or other similar document or agreement, provided that the Company shall use its commercially reasonable efforts to obtain all consents or take such other actions as may be necessary to enable the pledge of such capital stock or other equity interests, or otherwise affect (E) cause the Collateral Company to incur costs associated with such pledge that are excessive in comparison to the benefits afforded to the Lenders, as reasonably determined by the Administrative Agent’s continuing security interests in ), and liens upon any rights provided further that to the extent the Company does not ultimately acquire 100% of the outstanding capital stock or other equity interests of any Grantor acquired or newly formed Subsidiary in or to any Permitted Acquisition, notwithstanding clause (xiv)(D) monies due or to become due under any described contract, lease, permit, license, charter or license agreement above but except as provided in clauses (including any Accounts), ii) or (yiv)(A),(B) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or and (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark application under applicable federal law. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (oE) above, the Collateral Agent shall be excluded from receive a pledge of all outstanding capital stock or other equity interests of such entity held by the definition of “Collateral”Company.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral As security for the prompt and complete payment and performance when due in full of Obligor's Contract Obligations, the Obligor hereby grants, mortgages, assigns, pledges and transfers to the Secured Party a continuing security interest in all of the Obligor's right, title and interest in, to and under the following property, in each case, whether now owned or existing or hereafter acquired or arising, and wherever located (whether at all of which being hereinafter collectively called the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations:"Collateral"): (a) all Accounts; ; (b) all Chattel Paper; Account Records; (c) all Deposit Accounts; Assigned Agreements; (d) all Documents; Chattel Paper; (e) all Equipment; Deposit Accounts; (f) all Fixtures; Documents; (g) all General Intangibles; Equipment; (h) all Goods not covered by the other clauses of this Section 3; Fixtures; (i) all Instruments, including the Pledged Notes; General Intangibles; (j) all Intellectual Property; Contract Proceeds; (k) all Inventory; Instruments; (l1) all Investment Property; (m) all other tangible and intangible personal property not otherwise described above; Insurance Contracts; (n) all books and records pertaining to the CollateralInventory; and (n) all Records; (o) all Permits owned by or granted to or for the benefit of the Obligor or related to the design and Construction of the Plant; (p) all replacements, substitutions, additions or accessions to or for any of the foregoing; and (q) all Proceeds and products of any or all of the foregoing and, to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any cash constituting proceeds of the Collateral and products of any and all Collateral. The assignment of the foregoing payments and all collateral security rights and guarantees given by any Person with respect to any the grant of the foregoing; provided, however, that notwithstanding any of the other provisions set forth security interests provided for in this Section 3.1, 2.1 shall be effective concurrently with the execution and delivery of this Agreement and shall not constitute a grant of a security interest in (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereof, (iii) any property to be conditioned upon the extent that such grant of a security interest is (A) prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained occurrence of any Governmental Authority pursuant to such Requirement of Law default hereunder, under the Contract or (C) prohibited by, under any Assigned Agreements or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder other contingency or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark application under applicable federal law. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, shall be excluded from the definition of “Collateral”event.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in and to the following property property, now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due or performance, as the case may be (whether at the stated maturity, by acceleration or otherwise) ), of such Grantor’s the Obligations: (a) all Accounts; (b) all Chattel Papercash, Cash Equivalents and Deposit Accounts; (c) all Deposit AccountsChattel Paper; (d) all DocumentsCommercial Tort Claims described on Schedule 6 (as such schedule may be supplemented from time to time pursuant to Section 8.13(b)); (e) all EquipmentDocuments; (f) all FixturesEquipment; (g) all General IntangiblesFixtures; (h) all Goods not covered by the other clauses of this Section 3General Intangibles, including contract rights; (i) all Instruments, including the Pledged Notes; (j) all Intellectual Property; (k) all Inventory; (l) all Investment Property, including the Pledged Stock and Securities Accounts; (m) all other tangible and intangible personal property not otherwise described aboveLetter-of-Credit Rights; (n) all other Goods; (o) all books and records pertaining to the Collateral; and (op) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3.1, this Agreement shall not constitute a grant of a security interest in in, and Collateral shall not include, (i) any leasehold interest in real property, property (iiand any Fixtures relating thereto) and any Vehicles and all Proceeds thereof, (iii) Fixtures relating to any owned real property to the extent that such grant of the Collateral Agent is not entitled to a security interest is with respect to such owned real property under the terms of the Indenture; (Aii) motor vehicles and other assets subject to certificates of title; (iii) pledges and security interests prohibited by any Requirements Requirement of Law of a Governmental Authority, ; (iv) Capital Stock in any person other than wholly owned Restricted Subsidiaries to the extent (A) not permitted by the terms of such person’s organizational or joint venture documents or (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair require the consent of any Person who owns such Capital Stock (other than Holdings or any of its Affiliates) which consent has not been obtained; (v) assets to the extent a security interest in such assets would result in material adverse tax consequences (including as a result of the operation of Section 956 of the IRS Code or any similar law or regulation in any applicable jurisdiction) as reasonably determined by the Issuer and communicated in writing delivered to the Trustee and Collateral Agent; provided that any failure to deliver such writing shall not affect the effectiveness or validity or enforceability of such exclusion; (vi) any lease, license or other agreement, any asset embodying rights, priorities or privileges granted under such leases, licenses or agreements, or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate, breach or invalidate such lease, license or agreement or purchase money arrangement or create a right of acceleration, modification, termination or cancellation in favor of any other party thereto (other than any Grantor) after giving effect to the applicable anti-assignment provisions of the New York UCC other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the New York UCC notwithstanding such prohibition; (vii) those assets as to which the Issuer in good faith notifies the Trustee in writing that the cost of obtaining such a security interest or perfection thereof is excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby; (viii) in excess of 65% of the voting Capital Stock of (A) any Foreign Subsidiaries or (B) any Foreign Subsidiary Holding Company; (ix) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the New York UCC; and (x) “intent-to-intent to use” Trademark application applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under applicable federal law. It is hereby understood Section 1(c) or 1(d) of said Act has been filed and agreed that any Property accepted (the foregoing described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (ai) through (ox) aboveare, shall be excluded from collectively, the definition of “Excluded Collateral”).

Grant of Security Interests. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral a) As security for the prompt and complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby sell, assign and transfer unto the stated maturityCollateral Agent, by acceleration or otherwise) and does hereby 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 Grantor’s Obligations: Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (ai) each and every Receivable, (ii) all Accounts; Contracts, together with all Contract Rights arising thereunder, (biii) all Chattel Paper; Inventory, (c) all Deposit Accounts; (d) all Documents; (eiv) all Equipment; , (fv) all Fixtures; Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (gvi) 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 General Intangibles; Patents and Copyrights and all reissues, renewals or extensions thereof, (hviii) all Goods computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not covered by the other clauses of this Section 3; limited to, Trade Secret Rights, (iix) all Instrumentsinsurance policies, including the Pledged Notes; (jx) all Intellectual Property; Permits, (k) all Inventory; (l) all Investment Property; (mxi) all other tangible Goods, General Intangibles, Chattel Paper, Documents and intangible personal property not otherwise described above; Instruments (nother than the Pledged Securities), and (xii) all books and records pertaining to the Collateral; and (o) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral Proceeds and products of any and all of the foregoing and (all collateral security and guarantees given by any Person with respect to any of the foregoing; providedabove collectively, however, that notwithstanding any the "Collateral"). (b) The security interest of the other provisions set forth in this Section 3.1, Collateral Agent under this Agreement shall not constitute a grant extends to all Collateral of a security interest in (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereof, (iii) any property to the extent that such grant of a security interest kind which is (A) prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions subject of this clause (iii) shall in no way be construed (A) to apply to the extent that Agreement which any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon Assignor may acquire at any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely time during the period, if any, in which, the grant continuation of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark application under applicable federal law. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, shall be excluded from the definition of “Collateral”this Agreement.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral a) As security for the prompt and complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby assign and transfer unto the stated maturityCollateral Agent, by acceleration or otherwise) 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 Grantor’s Obligations: Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (ai) each and every Receivable, (ii) all Accounts; Contracts, together with all Contract Rights arising thereunder (bother 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 Chattel Paper; Inventory, (c) all Deposit Accounts; (d) all Documents; (eiv) all Equipment; , (fv) all Fixtures; Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (gvi) all General Intangibles; Patents and Copyrights, (hvii) all Goods computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot covered by the be pledged) and all other clauses proprietary information of this Section 3; such Assignor, including, but not limited to, trade secrets, (i) all Instruments, including the Pledged Notes; (j) all Intellectual Property; (k) all Inventory; (l) all Investment Property; (mviii) all other tangible Goods, General Intangibles, Chattel Paper, Documents and intangible personal property not otherwise described above; Instruments, (nix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, and (x) all books and records pertaining to the Collateral; and (o) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral Proceeds and products of any and all of the foregoing and (all collateral security and guarantees given by any Person with respect to any of the foregoing; providedabove, howevercollectively, that notwithstanding any the "Collateral"). (b) The security interest of the other provisions set forth in this Section 3.1, Collateral Agent under this Agreement shall not constitute a grant extends to all Collateral of a security interest in (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereof, (iii) any property to the extent that such grant of a security interest kind which is (A) prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions subject of this clause (iii) shall in no way be construed (A) to apply to the extent that Agreement which any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon Assignor may acquire at any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely time during the period, if any, in which, the grant continuation of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark application under applicable federal law. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, shall be excluded from the definition of “Collateral”this Agreement.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral a) As security for the prompt --------------------------- and complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby assign and transfer unto the stated maturityCollateral Agent, by acceleration or otherwise) 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 Grantor’s Obligations: Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (ai) each and every Receivable, (ii) all Accounts; Contracts, together with all Contract Rights arising thereunder (bother 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 Chattel Paper; Inventory, (c) all Deposit Accounts; (d) all Documents; (eiv) all Equipment; , (fv) all Fixtures; Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (gvi) all General Intangibles; Patents and Copyrights, (hvii) all Goods computer programs of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot covered by the be pledged) and all other clauses proprietary information of this Section 3; such Assignor, including, but not limited to, trade secrets, (i) all Instruments, including the Pledged Notes; (j) all Intellectual Property; (k) all Inventory; (l) all Investment Property; (mviii) all other tangible Goods, General Intangibles, Chattel Paper, Documents and intangible personal property not otherwise described above; Instruments, (nix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, and (x) all books and records pertaining to the Collateral; and (o) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral Proceeds and products of any and all of the foregoing and (all collateral security and guarantees given by any Person with respect to any of the foregoing; providedabove, howevercollectively, that notwithstanding any of the other provisions set forth "Collateral"). Notwithstanding anything to the contrary contained in this Section 3.1the immediately preceding sentence, this Agreement the term Collateral shall not constitute a grant of a security interest in include (i) any leasehold interest in real property, direct Contract between any United States Government Authority and any Assignor and (ii) any Vehicles and all Proceeds thereof, motor vehicles. (iiib) any property to the extent that such grant of a The security interest of the Collateral Agent under this Agreement extends to all Collateral of the kind which is (A) prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions subject of this clause (iii) shall in no way be construed (A) to apply to the extent that Agreement which any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon Assignor may acquire at any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely time during the period, if any, in which, the grant continuation of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark application under applicable federal law. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, shall be excluded from the definition of “Collateral”this Agreement.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral a) As security for the prompt and complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby pledge, hypothecate and grant to the stated maturityCollateral Agent for the benefit of the Secured Creditors, by acceleration or otherwise) a continuing security interest in, all of the right, title and interest of such Grantor’s Obligations: Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired (a) all of the following being collectively called, the "Collateral"): all Accounts; (b) , all Chattel Paper; (c) all Deposit Accounts; (d) , all Documents; (e) all Equipment; (f) all Fixtures; (g) , all General Intangibles; (h) , all Goods not covered by the other clauses of this Section 3; (i) Goods, all Instruments, including the Pledged Notes; (j) all Insurance, all Intellectual Property; (k) all Inventory; (l) , all Investment Related Property; , all Letter of Credit Rights, all Money, all Supporting Obligations (m) all other tangible and intangible personal property not otherwise described above; (n) all books and records pertaining to the Collateral; and (o) to the extent not otherwise includedincluded above), and all Proceeds, Supporting Obligations products, accessories, rents and products profits of any or in respect of the foregoing, it being understood, that without limitation of the foregoing, the Collateral shall include (i) all Receivables, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Equipment, (iv) all Marks, together with the registrations and products right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (v) all Patents and Copyrights and all reissues, renewals or extensions thereof, (vi) 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, and (vii) all Deposit Accounts (including any and all of the foregoing Cash Collateral Accounts) and all collateral monies, securities, instruments and other investments deposited or required to be deposited in such Deposit Accounts. (b) Notwithstanding anything herein to the contrary, in no event shall the Collateral include and no Assignor shall be deemed to have granted a security and guarantees given by any Person with respect to interest in, any of the foregoing; providedAssignor's right, however, that notwithstanding any of the other provisions set forth in this Section 3.1, this Agreement shall not constitute a grant of a security title or interest in (i) any leasehold Intellectual Property (collectively, the "Non-Assignable Intellectual Property") to the extent that the grant of such security interest would constitute or result in real propertythe abandonment or invalidation thereof or the unenforceability of any right, title or interest of any Assignor therein; (ii) any Vehicles license, contract or agreement to the extent that the grant of such security interest is prohibited by or would constitute a default under or a termination of, such license, contract or agreement (each, a "Non-assignable Contract"), and the terms restricting such grant are enforceable under applicable law (including UCC section 9-406), it being understood that each Assignor hereby agrees to use all Proceeds thereofreasonable efforts to obtain all requisite consent to enable Assignor to grant a security interest in such asset and, in any event, immediately upon the ineffectiveness, lapse or termination of any such restriction, the Collateral shall include, and Assignor shall be deemed to have granted a security interest in, all such rights and interests as if such restriction had never been in effect; or (iii) any property to of the extent that such grant outstanding capital stock of a Foreign Subsidiary in excess of 65% of the voting power of all classes of capital stock of such entitled to vote. (c) The security interest of the Collateral Agent under this Agreement extends to all Collateral of the kind which is (A) prohibited by the subject of this Agreement which any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of Assignor may acquire at any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or time during the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark application under applicable federal law. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, shall be excluded from the definition of “Collateral”Agreement.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral a) As security for the prompt --------------------------- and complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby assign and transfer unto the stated maturityCollateral Agent, by acceleration or otherwise) 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 Grantor’s Obligations: Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (ai) each and every Receivable, (ii) all Accounts; Contracts, together with all Contract Rights arising thereunder (bother than Contracts which by their terms cannot be pledged), (iii) all Chattel Paper; Inventory, (c) all Deposit Accounts; (d) all Documents; (eiv) all Equipment; , (fv) all Fixtures; Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (gvi) all General Intangibles; Patents and Copyrights, (hvii) all Goods computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not covered by the other clauses of this Section 3; limited to, trade secrets, (i) all Instruments, including the Pledged Notes; (j) all Intellectual Property; (k) all Inventory; (l) all Investment Property; (mviii) all other tangible Goods, General Intangibles, Chattel Paper, Documents and intangible personal property not otherwise described above; Instruments, (nix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, and (x) all books and records pertaining to the Collateral; and (o) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral Proceeds and products of any and all of the foregoing and (all collateral security and guarantees given by any Person with respect to any of the foregoing; providedabove, howevercollectively, that notwithstanding any the "Collateral"). (b) The security interest of the other provisions set forth in this Section 3.1, Collateral Agent under this Agreement shall not constitute a grant extends to all Collateral of a security interest in (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereof, (iii) any property to the extent that such grant of a security interest kind which is (A) prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions subject of this clause (iii) shall in no way be construed (A) to apply to the extent that Agreement which any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon Assignor may acquire at any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely time during the period, if any, in which, the grant continuation of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark application under applicable federal law. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, shall be excluded from the definition of “Collateral”this Agreement.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in in, all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Commercial Tort Claims (d) all Deposit Accounts; (de) all Documents; (ef) all Equipment; (fg) all Fixtures; (gh) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged NotesGoods; (j) all Instruments; (k) all Intellectual Property; (kl) all Inventory; (lm) all Investment PropertyProperty (including Pledged Collateral); (mn) all Letter-of-Credit Rights; (o) all other tangible and intangible personal property not otherwise described above; (np) all books and records pertaining to the Collateral; and (oq) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3.13, (x) this Agreement shall not constitute a grant of a security interest in (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereof, (iii) any property to the extent that such grant of a security interest is (A) prohibited by any Requirements Requirement of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreementproperty, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under Section 7.13 of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, 408 or 9-409 of the New York UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable lawlaw (including the Bankruptcy Code) or principles of equity; provided, (B) to limithowever, impairthat such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or otherwise affect such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral Agent’s continuing security interests that does not result in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or such consequences; (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any no United States Collateral, any “intent-to-use” Trademark applications use trademark or service xxxx application shall be included in the Collateral prior to the filing and acceptance of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, extent that, and solely during the period, if any, period in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark use trademark or service xxxx application under applicable federal Federal law. It is hereby understood ; provided, however, after such period, each Grantor acknowledges that such interest in such trademark or service xxxx application shall be subject to a security interest in favor of the Administrative Agent and agreed that any Property described shall be included in the preceding proviso as being expressly excluded from Collateral; and (z) subject to Section 6.11(f) of the security interest created herebyCredit Agreement, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, no Grantor shall be excluded from required at any time to pledge hereunder (A) the definition voting Capital Stock of “Collateral”any Immaterial Subsidiaries (that are not Loan Parties) or (B) more than 65% of the total outstanding voting Capital Stock of any of its Excluded Foreign Subsidiaries.

Grant of Security Interests. Each Grantor (other than Holdings, except with respect to item (j) of this Section 3.1) hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Deposit Accounts; (d) all Documents; (e) all Equipment; (f) all Fixtures; (g) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged Notes; (j) all Intellectual PropertyPledged Stock; (k) all Intellectual Property; (l) all Inventory; (lm) all Investment Property; (mn) all Letter of Credit Rights; (o) all Commercial Tort Claims described on Schedule 5 and on any supplement thereto received by the Collateral Agent; (p) all other tangible and intangible personal property not otherwise described above; (nq) all books and records pertaining to the Collateral; and (or) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3.1, this Agreement shall not constitute a grant of a security interest in (i) any leasehold interest of any Grantor in real property, (ii) any Vehicles and all Proceeds thereofVehicles, (iii) any property to the extent that such grant of a security interest is (A) prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) to apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) the Capital Stock of any Collateral that constitutes Equipment subject Person (other than wholly-owned Restricted Subsidiaries) to a certificate the extent prohibited by the terms of title statute, Farm Products, Accessions and As-Extracted Collateralsuch Person’s organizational or joint venture documents, (v) Letter-of-Credit Rights and Commercial Tort Claimswith a value of less than $500,000 individually or $1,000,000 in the aggregate, (vi) any Capital Stock Commercial Tort Claims with a value of a Person that is not a Subsidiary of a Grantor less than $500,000 individually or $1,000,000 in the aggregate, (vii) any assets to the extent a security interest in such assets would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Borrower in writing in consultation with the Collateral Agent, (viii) any Excluded Accounts, (ix) with respect to any United States CollateralTrademark, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark application or any registration issuing therefrom under applicable U.S. federal law, or (x) any specifically identified asset with respect to which the Collateral Agent and the Borrower shall have reasonably determined that the cost of obtaining or perfecting a security interest therein outweighs the benefit of a security interest to the Secured Parties afforded thereby. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (or) above, shall be excluded from the definition of “Collateral”. For the avoidance of doubt, and notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings has not, and shall not be deemed to have, granted a security interest in any of its Property now owned or hereafter acquired, except for the Pledged Stock in the Borrower now owned or hereafter acquired by it.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Deposit AccountsCommercial Tort Claims; (d) all DocumentsDeposit Accounts; (e) all EquipmentDocuments; (f) all Equipment; (g) all Fixtures; (gh) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged NotesGoods; (j) all Intellectual PropertyInstruments; (k) all InventoryIntellectual Property, and all claims for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom; (l) all Investment PropertyInventory; (m) all Investment Property (including all Pledged Collateral), and all rights, interests and claims with respect thereof, including under any and all related agreements, instruments and other tangible and intangible personal property not otherwise described abovedocuments; (n) all books Letter-of-Credit Rights; (o) all Money; (p) all Books and records pertaining to the Collateral (q) all other property not otherwise described above; and (or) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding . Notwithstanding any of the other provisions set forth in this Section 3.13, this Agreement shall not constitute a grant of a security interest in in, and the term “Collateral” shall not include, (iA)(1) any leasehold interest interests in real property, (ii2) any Vehicles and all Proceeds thereofmotor vehicles, (iii3) any property to the extent that such grant of a security interest is (A) prohibited by any Requirements Requirement of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreementproperty, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, 408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable lawlaw (including the Bankruptcy Code) or principles of equity; provided, (B) to limithowever, impairthat such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or otherwise affect the Collateral Agent’s continuing security interests in such prohibition, breach, default or termination is no longer applicable or is waived, and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that severable, shall attach immediately to any consent or waiver has been obtained that would permit portion of the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statutedoes not result in such consequences; and provided, Farm Productsfurther, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any no United States Collateral, any “intent-to-use” Trademark applications prior use trademark or service xxxx application shall be included in the Collateral to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, extent that, and solely during the period, if any, period in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark use trademark or service xxxx application under applicable federal Federal law. It is hereby understood ; provided, further however after such period, each Grantor acknowledges that such interest in such trademark or service xxxx application shall be subject to a security interest in favor of the Administrative Agent and agreed that any Property described shall be included in the preceding proviso as being expressly excluded from the security interest created hereby, Collateral and any Property that is otherwise expressly excluded from clauses (a4) through (o) above, shall be Capital Stock or other ownership interests of an Excluded Foreign Subsidiary excluded from the definition of “Collateral”Pledged Stock” and (B) any property located in the United States that cannot be perfected by the filing of a UCC Financing Statement in which the Administrative Agent, in its sole discretion, determines the cost of perfecting a security interest therein outweighs the benefit of the Secured Parties of the security to be afforded thereby.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral a) As security for the prompt and complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby assign and transfer unto the stated maturityCollateral Agent, by acceleration or otherwise) 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 Grantor’s Obligations: Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (ai) all Accounts; Receivables; (bii) all Chattel Paper; ; (ciii) all Documents; (iv) all General Intangibles (including Contract Rights, Permits, payment intangibles, Trade Secret Rights and Software); (v) all Goods (including Inventory, Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts; (d) all Documents; (e) all Equipment; (f) all Fixtures; (g) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged Notes; Cash Collateral Account, and all other bank accounts and all deposits therein; (jix) all Intellectual Property; money, cash or cash equivalents; (kx) all Inventory; Supporting Obligations and Letter-of-Credit Rights; (lxi) all Investment Property; any commercial tort claims (m) all other tangible provided, however, that as of the date of this Agreement, no such claims exist); and intangible personal property not otherwise described above; (n) all books and records pertaining to the Collateral; and (oxii) to the extent not otherwise included, all Proceeds, Supporting Obligations tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of any of the Collateral and products of any and all of the foregoing and all collateral accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing (all of the above, collectively, the “Collateral”). (b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire at any time during the term of this Agreement. (c) Notwithstanding anything to the contrary contained in clauses (a) and guarantees given (b) above, the security interest created by this Agreement shall not extend to, and the term “Collateral” shall not include, any Person with respect computer program owned or created by such Assignor and any intellectual property rights therein or any other proprietary information (including Trade Secret Rights) of such Assignor that is subject to any agreement which validly prohibits the creation by such Assignor of a security interest in such computer program and the foregoingintellectual property rights therein or other proprietary information; provided, however, that notwithstanding any of the other provisions set forth in this Section 3.1, this Agreement shall not constitute a grant of a security interest in (i) any leasehold interest the right to receive payments of money in real property, (ii) any Vehicles and all Proceeds thereof, (iii) any property to the extent that respect of such grant of a security interest is (A) prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided thatcomputer programs, the foregoing exclusions of this clause intellectual property rights therein and such other proprietary information (iiior any agreement covering the same) shall in no way not be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark application under applicable federal law. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, hereunder and any Property that is otherwise expressly excluded from clauses (aii) through (o) above, such rights and property described above shall be excluded from the definition Collateral only to the extent and for so long as such agreement continues validly to prohibit the creation of such security interest, and upon the expiration of such prohibition, the computer programs and the intellectual property rights therein or other proprietary information as to which such prohibition previously applied shall automatically be included in the Collateral, without further action on the part of any Assignor, the Collateral Agent or any other Secured Creditor. (d) Notwithstanding anything to the contrary contained in clauses (a) and (b) above, the security interest created by this Agreement shall not extend to, and the term “Collateral”” shall not include, any Equipment or Goods subject to a purchase money Lien permitted under Section 6.02(f), (i) or (j) of the Credit Agreement, in each case to the extent, and only to the extent, that the instrument or other agreement evidencing the purchase money Indebtedness or Capitalized Lease Obligations, as the case may be, secured by such Lien expressly and validly prohibits any other Lien on such Equipment or Goods, as the case may be; provided however, that such Equipment and Goods described above shall be excluded from the Collateral only for so long as such purchase money Indebtedness or Capitalized Lease Obligations, as the case may be, remains or remain outstanding and upon the earlier of the termination of such prohibition or the satisfaction of such Indebtedness, such Equipment or Goods, as the case may be, shall be included in the term “Collateral” without any further action on the part of any Assignor, the Collateral Agent or any other Secured Creditor.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest interest, whether now existing or hereafter coming into existence and wherever located (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Deposit AccountsCommercial Tort Claims listed on Schedule 8 as updated from time to time; (d) all DocumentsDeposit Accounts and all Securities Accounts; (e) all EquipmentDocuments; (f) all Equipment; (g) all Fixtures; (gh) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged NotesGoods; (j) all Instruments; (k) all Intellectual Property; (kl) all Inventory; (lm) all Investment Property; (mn) all other tangible and intangible personal property not otherwise described aboveLetter-of-Credit Rights; (no) all books Money; (p) all Books and records pertaining to the Collateral; (q) all other property not otherwise described above; and (or) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding . Notwithstanding any of the other provisions set forth in this Section 3.13, this Agreement shall not constitute a grant of a security interest in (A) any Excluded Accounts described in clauses (i) any leasehold interest in real property, through (iiiv) any Vehicles and all Proceeds of the definition thereof, (iiiB) any property to the extent that such grant of a security interest is (A) prohibited by any Requirements Requirement of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreementproperty, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, 408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable lawlaw (including the Bankruptcy Code) or principles of equity; provided, (B) to limithowever, impairthat such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or otherwise affect such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral Agent’s continuing security interests that does not result in such consequences; and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior use trademark or service mxxx application to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, extent that, and solely during the period, if any, period in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark use trademark or service mxxx application under applicable federal Federal law. It is hereby understood ; provided that, after such period, each Grantor acknowledges that such interest in such trademark or service mxxx application shall be subject to a security interest in favor of the Administrative Agent and agreed that any Property described shall be included in the preceding proviso as being expressly excluded from Collateral and (D) assets of any Post-Closing CFC (items (A)-(D) collectively, the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, shall be excluded from the definition of “CollateralExcluded Assets”).

Grant of Security Interests. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral a) As security for the prompt and complete payment and performance when due (whether at of all of its Obligations, each Assignor does hereby assign and transfer unto the stated maturityAssignee, by acceleration or otherwise) and does hereby pledge and grant to the Assignee, a continuing security interest in all of the right, title and interest of such Grantor’s Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Deposit Accounts; (d) all Documents; (e) all Equipment; (f) all Fixtures; (g) all General Intangibles; (h) all Goods not covered by Assignor in, to and under the following property of such Assignor of, whether now existing or hereafter from time to time acquired or such other clauses of property as may be specified in a schedule added to this Section 3; Agreement for a particular Assignor: (i) all Instrumentseach and every Receivable, including the Pledged Notes; (j) all Intellectual Property; (kii) all Inventory; , (liii) the Equipment specified on Schedule 1 hereto, (iv) all Investment Property; cash, (mv) the Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in the Collateral Account, (vi) all other tangible bank, demand, deposit, time savings, cash management, passbook, certificates of deposit and intangible personal property not otherwise described above; (n) similar accounts maintained by such Assignor and all books monies, securities, instruments and records pertaining other investments deposited or required to the Collateral; and (o) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of be deposited in any of the Collateral foregoing accounts, and (vii) all Proceeds and products of any and all of the foregoing and (all collateral security and guarantees given by any Person with respect to any of the foregoing; providedabove, howevercollectively, that notwithstanding any the "Collateral"). (b) The security interest of the other provisions set forth Assignee under this Agreement extends to all Collateral which any Assignor may acquire at any time during the term of this Agreement. (c) Notwithstanding anything to the contrary contained in this Section 3.11.1 or elsewhere in this Agreement, each of the parties hereto acknowledges and agrees that the security interest granted pursuant to this Agreement Section 1.1 to the Assignee for the benefit of Senior Creditors shall not constitute be a grant of a first priority senior security interest in (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereof, (iii) any property to the extent that such grant of a security interest is (A) prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark application under applicable federal law. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, shall be excluded from the definition of “Collateral”.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Deposit Accounts; (d) all Documents; (e) all Equipment; (f) all Fixtures; (g) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged Notes; (j) all Intellectual Property; (k) all Inventory; (l) all Investment Property; (m) all other tangible and intangible personal property not otherwise described above; (n) all books and records pertaining to the Collateral; and (o) to the extent not otherwise included, all Proceeds, Supporting Obligations Proceeds and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3.1, this Agreement shall not constitute a grant of a security interest in (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereof, (iiiii) any property to the extent that such grant of a security interest is (A) prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section including Sections 9-406, 9-407, 9-408, or 408 and 9-409 of the UCC or other applicable lawUCC), (Biii) to limitany Exempt Deposit Accounts, impair(iv) any Excluded Equipment, (v) any Intellectual Property, if the grant of such security interest shall constitute or otherwise affect result in the Collateral Agent’s continuing security interests in and liens upon abandonment, invalidation or rendering unenforceable any rights material right, title or interests interest of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition)with respect thereto, (ivvi) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions (vii) more than 65% of the Voting Stock of any Foreign Subsidiary that is a CFC owned directly by a Grantor and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (viviii) any Capital Stock of any Subsidiary owned directly or indirectly by a Person Foreign Subsidiary that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark application under applicable federal lawCFC. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created herebyproviso, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, shall be excluded from the definition of “Collateral”.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations:the Secured Obligations (including, without limitation, Obligations arising under the European Loan Agreement): (a) all Accounts; (b) all Chattel Paper; (c) all Deposit AccountsCommercial Tort Claims; (d) all DocumentsDeposit Accounts; (e) all EquipmentDocuments; (f) all Equipment; (g) all Fixtures; (gh) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged NotesGoods; (j) all Instruments; (k) all Intellectual Property; (kl) all Inventory; (lm) all Investment Property; Property (m) including all other tangible and intangible personal property not otherwise described abovePledged Collateral); (n) all books Letter-of-Credit Rights; (o) all Money; (p) all Books and records pertaining to the Collateral (q) all other property not otherwise described above; and (or) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (q) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include, any Excluded Assets. Notwithstanding any of the other provisions set forth in this Section 3.13, this Agreement shall not constitute a grant of a security interest in (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereof, (iii) any property to the extent that such grant of a security interest is (A) prohibited by any Requirements Requirement of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreementproperty, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, 408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable lawlaw (including the Bankruptcy Code) or principles of equity; provided, (B) to limithowever, impairthat such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or otherwise affect the Collateral Agent’s continuing security interests in such prohibition, breach, default or termination is no longer applicable or is waived, and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that severable, shall attach immediately to any consent or waiver has been obtained that would permit portion of the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statutedoes not result in such consequences; and provided, Farm Productsfurther, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any no United States Collateral, any “intent-to-use” Trademark applications prior use trademark or service xxxx application shall be included in the Collateral to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, extent that, and solely during the period, if any, period in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark use trademark or service xxxx application under applicable federal Federal law. It is hereby understood After such period, each Grantor acknowledges that such interest in such trademark or service xxxx application shall be subject to a security interest in favor of the Administrative Agent and agreed that any Property described shall be included in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, shall be excluded from the definition of “Collateral”.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Deposit AccountsCommercial Tort Claims; (d) all DocumentsDeposit Accounts; (e) all EquipmentDocuments; (f) all Equipment; (g) all Fixtures; (gh) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged NotesGoods; (j) all Instruments; (k) all Intellectual Property; (kl) all Inventory; (lm) all Investment PropertyProperty (including all Pledged Collateral); (mn) all Letter-of-Credit Rights; (o) all Money; (p) all Books and records pertaining to the Collateral (q) all other tangible and intangible personal property not otherwise described above; (n) all books and records pertaining to the Collateral; and (or) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (q) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include, any Excluded Assets. Notwithstanding any of the other provisions set forth in this Section 3.13, this Agreement shall not constitute a grant of a security interest in (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereof, (iii) any property to the extent that such grant of a security interest is (A) prohibited by any Requirements Requirement of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreementproperty, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9406, 9407, 9408 or 9409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (provided thatincluding the Bankruptcy Code) or principles of equity; provided, the foregoing exclusions however, that such security interest shall attach immediately at such time as such Requirement of this clause (iii) shall in Law is not effective or applicable, or such prohibition, breach, default or termination is no way be construed (A) to apply longer applicable or is waived, and to the extent that severable, shall attach immediately to any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 portion of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statutedoes not result in such consequences; and provided, Farm Productsfurther, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any no United States Collateral, any “intent-to-use” use Trademark applications prior or service xxxx application shall be included in the Collateral to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, extent that, and solely during the period, if any, period in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” use Trademark or service xxxx application under United States applicable federal law. It is hereby understood After such period, each Grantor acknowledges that such interest in such Trademark or service xxxx application shall be subject to a security interest in favor of the Administrative Agent (held for the ratable benefit of the Secured Parties) and agreed shall be included in the Collateral. Each Grantor acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with one or more Bank Services Providers. Regardless of the terms of any Bank Services Agreement, each Grantor agrees that any Property described amounts such Grantor owes to any such Bank Services Provider thereunder shall be deemed to be Secured Obligations hereunder and that it is the intent of all such Grantors and all Secured Parties to have all such Secured Obligations secured by the first priority perfected security interest in the preceding proviso as being expressly excluded from Collateral granted herein (subject only to Liens permitted by Section 7.3 of the Credit Agreement that may have superior priority to the Administrative Agent’s Lien (held for the ratable benefit of the Lenders) under this Agreement). Each Grantor acknowledges that the Borrower may have previously entered into and/or may in the future enter into Specified Swap Agreements with one or more Qualified Counterparties and that, notwithstanding anything to the contrary set forth in any such Specified Swap Agreement, each Grantor agrees that any amounts the Borrower owes to any such Qualified Counterparty under any such Specified Swap Agreement shall be deemed to be Secured Obligations hereunder and that it is the intent of all such Grantors and each such Qualified Counterparty to have all such Secured Obligations secured by the first priority perfected security interest created hereby, and any Property that is otherwise expressly excluded from clauses Lien of the Administrative Agent (aheld for the ratable benefit of the Secured Parties) through in the Collateral granted herein (o) above, shall be excluded from subject only to Liens permitted by Section 7.3 of the definition of “Collateral”Credit Agreement).

Grant of Security Interests. Each Grantor hereby grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (a) all AccountsAccounts and other Receivables; (b) all Chattel Paper; (c) all Deposit AccountsCommercial Tort Claims, including those referenced in Schedule 8 (as amended or supplemented from time to time); (d) all DocumentsDeposit Accounts and all Securities Accounts; (e) all EquipmentDocuments; (f) all Equipment; (g) all Fixtures; (gh) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged NotesGoods; (j) all Instruments; (k) all Intellectual Property; (kl) all Inventory; (lm) all Investment Property; Property (m) including all other tangible and intangible personal property not otherwise described abovePledged Collateral); (n) all books Letter-of-Credit Rights, Letters of Credit (as defined in the UCC), Promissory Notes and Drafts; (o) all Money; (p) all Books and records pertaining to the Collateral; (q) all other property not otherwise described above; and (or) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3.1, this Agreement shall not constitute a grant of a security interest in (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereof, (iii) any property anything to the extent that such grant of a security interest is (A) prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results contrary contained in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark application under applicable federal law. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (oq) above, the security interests created by this Agreement shall be excluded from not extend to, and the definition of term “Collateral”” (including all of the individual items comprising Collateral) shall not include, any Excluded Assets.

Grant of Security Interests. (a) Each Grantor Assignor does hereby grants to grant unto the Collateral Agent, Agent in its capacity solely as collateral agent for the equal and ratable benefit of the Secured PartiesCreditors, as security for the prompt payment and performance when due of all Obligations, 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 now owned or at any time hereafter acquired or created by and fixtures (and all rights therein) of such Grantor Assignor, or in which or to which such Grantor Assignor has any rights, in each case whether now has existing or at any hereafter from time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligationsto time acquired: (a) all Accounts; (b) all Chattel Paper; (c) all Deposit Accounts; (d) all Documents; (e) all Equipment; (f) all Fixtures; (g) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged NotesContainers; (jii) all Intellectual Propertyof an Assignor's right, title and interest in and to, but none of its obligations under, any agreement between such Assignor and the manufacturer or other vendor of each such Pledged Container pursuant to which such Assignor acquired a Pledged Container from such manufacturer or other vendor, and all amendments, additions and supplements hereafter made with respect thereto; (kiii) all Inventory; (l) all Investment Property; (m) all other tangible of an Assignor's right, title and intangible personal property not otherwise described above; (n) all books interest in and records pertaining to the Collateral; and (o) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3.1, this Agreement shall not constitute a grant of a security interest in Lease which such Pledged Container is subject to from time to time (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereof, (iii) any property only to the extent that such grant of a security interest is (A) prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant Lease relates to such Requirement of Law or (CPledged Container) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related and all Supporting Obligations relating to such property or, in Lease; (iv) all rights to payment intangibles (but none of the case obligations) of an Assignor under any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except Hedging Agreements to the extent that such Requirement which an Assignor is a party; and (v) all Proceeds of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions or related thereto (all of the above, including this clause (iiiv), the "Collateral"). (b) shall in no way be construed (A) to apply Notwithstanding anything to the extent that any described prohibition is unenforceable under Section 9-406contrary herein, 9-407the term "Collateral" shall not include, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is granted under this Agreement shall not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-attach to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark application under applicable federal law. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, shall be excluded from the definition of “Collateral”.:

Grant of Security Interests. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral a) As security for the prompt and complete payment and performance when due (whether at of all of its Obligations, each Grantor does hereby pledge and grant to the stated maturityCollateral Agent, by acceleration or otherwise) for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor’s Obligations: Grantor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (ai) all Accounts; Receivables; (bii) all Chattel Paper; ; (ciii) all Documents (other than title documents with respect to motor vehicles); (iv) all General Intangibles (including Contract Rights, Permits, payment intangibles, Trade Secret Rights and Software); (v) all Goods (including Inventory, Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts; (d) all Documents; (e) all Equipment; (f) all Fixtures; (g) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged Notes; Cash Collateral Account, and all other bank accounts and all deposits therein; (jix) all money, cash or cash equivalents; (x) all Supporting Obligations and Letter-of-Credit Rights; (xi) any commercial tort claims (provided, however, that as of the date of this Agreement, no such claims exist); (xii) all Intellectual Property; Property and (k) all Inventory; (l) all Investment Property; (m) all other tangible and intangible personal property not otherwise described above; (n) all books and records pertaining to the Collateral; and (oxiii) to the extent not otherwise included, all Proceeds, Supporting Obligations tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of any of the Collateral and products of any and all of the foregoing and all collateral accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing (all of the above, collectively, other than any Excluded Asset, the “Collateral”). (b) The security interest of the Collateral Agent under this Agreement extends to all Collateral that any Grantor acquires at any time during the term of this Agreement. (c) Notwithstanding anything to the contrary contained in clauses (a) and guarantees given (b) above, the security interest created by this Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Asset. Notwithstanding anything to the contrary in the Credit Documents, none of the Grantors shall be required (i) to perfect the security interests granted by this Agreement by any Person means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or equivalent filing office) of the relevant State(s), (B) filings in United States government offices with respect to Intellectual Property, (C) delivery to the Collateral Agent to be held in its possession of Collateral consisting of Instruments, to the extent required by Section 3.6 or (D) to the extent requested by the Collateral Agent in accordance with Section 3.9, delivery to the Collateral Agent of control agreements in form and substance reasonable satisfactory to the Collateral Agent with respect to deposit accounts, (ii) to take any action (other than as provided in the Secured Debt Agreements) under non-U.S. law or with respect to any assets located outside of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3.1, this Agreement shall not constitute a grant of a security interest in (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereof, (iii) any property to the extent that such grant of a security interest is (A) prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law United States or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) to perfect in any Collateral that constitutes Equipment letter-of credit rights or any motor vehicles or other assets subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (vexcept filings listed in Section 1.1(c)(i)(A) Letter-of-Credit Rights and Commercial Tort Claims, above) (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of extent such “intent-to-use” Trademark application under applicable federal law. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) perfection can be achieved through (o) above, shall be excluded from the definition of “Collateral”such filings).

Grant of Security Interests. Each Grantor hereby grants to the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesAdministrative Agent and the Lenders (and any affiliates of any Lender to which Borrower Hedge Agreement Obligations are owing), a security interest (“Liens”) in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Deposit Accounts; (d) all Documents; (e) all Equipment; (f) all Fixtures; (g) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged Notes; (j) all Intellectual Property; (k) all Inventory; (l) all Investment Property; (m) all Letter-of-Credit Rights; (n) all other tangible and intangible personal property not otherwise described above; (no) all books and records pertaining to the Collateral; and (op) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3.1, this Agreement shall not constitute a grant of a security interest in (i) the Excluded Assets, (ii) any leasehold interest in real property, (iiiii) any Vehicles and all Proceeds thereof, (iiiiv) any property to the extent that such grant of a security interest is (A) prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law (provided that, the foregoing exclusions of this clause (iii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (ivv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights Collateral and Commercial Tort Claims, (vi) any Capital Stock application for registration of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any Trademark filed in the United States Collateral, any “Patent and Trademark Office on an intent-to-use” Trademark applications prior use basis to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, extent that the grant of a security interest therein in any such Trademark application would impair adversely affect the validity or enforceability of the resulting Trademark registration or result in cancellation of such “intent-to-use” Trademark application under applicable federal lawapplication. It is hereby understood and agreed that any Property property described in the preceding proviso as being expressly excluded from the security interest created herebyproviso, and any Property property that is otherwise expressly excluded from clauses (a) through (op) above, shall be excluded from the definition of “Collateral”.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor’s Obligations: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 (collectively, the “Collateral”): (a) all Accounts; (b) all Chattel Paper; (c) all Deposit AccountsCommercial Tort Claims; (d) all DocumentsDeposit Accounts; (e) all EquipmentDocuments; (f) all Equipment; (g) all Fixtures; (gh) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged NotesGoods; (j) all Instruments; (k) all Intellectual Property; (kl) all Inventory; (lm) all Investment PropertyProperty (including all Pledged Collateral); (mn) all Letter-of-Credit Rights; (o) all money; (p) all Books and records pertaining to the Collateral (q) all other tangible and intangible personal property not otherwise described above; (n) all books and records pertaining to the Collateral; and (or) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (q) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include, any Excluded Assets. Notwithstanding any of the other provisions set forth in this Section 3.13, this Agreement shall not constitute a grant of a security interest in (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereof, (iii) any property to the extent that such grant of a security interest is (A) prohibited by any Requirements Requirement of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreementproperty, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9406, 9407, 9408 or 9409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (provided thatincluding the Bankruptcy Code) or principles of equity; provided, the foregoing exclusions however, that such security interest shall attach immediately at such time as such Requirement of this clause (iii) shall in Law is not effective or applicable, or such prohibition, breach, default or termination is no way be construed (A) to apply longer applicable or is waived, and, to the extent that severable, shall attach immediately to any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 portion of the UCC Collateral that does not result in such consequences; and provided, further, that no United States intent to use trademark or other applicable law, (B) to limit, impair, or otherwise affect service mxxx application shall be included in the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during for the period, if any, period in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark intent to use trademark or service mxxx application under applicable federal Federal law. It is hereby understood After such period, such interest in such trademark or service mxxx application shall be subject to a security interest granted in favor of the Administrative Agent pursuant to this Section 3.1 and agreed that any Property described shall be included in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, shall be excluded from the definition of “Collateral”.

Grant of Security Interests. Each Grantor hereby grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title, and interest in and to all of the following property now owned or at any time hereafter acquired or created by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s the Secured Obligations: (a) all Accounts; (b) all Chattel Paper; (c) all Deposit AccountsCommercial Tort Claims; (d) all DocumentsDeposit Accounts; (e) all EquipmentDocuments; (f) all Equipment; (g) all Fixtures; (gh) all General Intangibles; (h) all Goods not covered by the other clauses of this Section 3; (i) all Instruments, including the Pledged NotesGoods; (j) all Intellectual PropertyInstruments; (k) all Inventory; (l) all Investment PropertyProperty (including all Pledged Collateral); (m) all Letter-of-Credit Rights; (n) all Money; (o) all Books and records pertaining to the Collateral (p) all other tangible and intangible personal property not otherwise described above; (n) all books and records pertaining to the Collateral; and (oq) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any of the Collateral and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything to the contrary contained in clauses (a) through (q) above, the security interests created by this Agreement shall not extend to, and the term “Collateral” (including all of the individual items comprising Collateral) shall not include, any Excluded Assets. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judiciary authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Account and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of Administrative Agent’s security interest in such Account and such other property of Borrower that are proceeds of the Intellectual Property. Grantor hereby agrees not to create, incur, allow or suffer any Lien on any of its property, or assign or convey and right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Liens permitted by Section 7.3 of the Credit Agreement, permit any Collateral not to be subject to the first priority security interest granted herein (other than Liens permitted by Section 7.3 of the Credit Agreement which have priority by operation of applicable law), or enter into any agreement, document, instrument or other arrangement (except in favor of the Administrative Agent for the benefit of the Secured Parties) with any Person which directly or indirectly prohibits or has the effect of prohibiting Grantor or any of its Subsidiaries from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of the Grantor’s or any its Subsidiaries Intellectual Property. Notwithstanding any of the other provisions set forth in this Section 3.13, this Agreement shall not constitute a grant of a security interest in (i) any leasehold interest in real property, (ii) any Vehicles and all Proceeds thereof, (iii) any property to the extent that such grant of a security interest is (A) prohibited by any Requirements Requirement of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to or otherwise related to such property or, in the case of any Investment Property, any Pledged Security, any applicable shareholder or similar agreementproperty, except (i) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under the terms and conditions of the Credit Agreement or (ii) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9406, 9407, 9408 or 9409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (provided thatincluding the Bankruptcy Code) or principles of equity; provided, the foregoing exclusions however, that such security interest shall attach immediately at such time as such Requirement of this clause (iii) shall in Law is not effective or applicable, or such prohibition, breach, default or termination is no way be construed (A) to apply longer applicable or is waived, and to the extent that severable, shall attach immediately to any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 portion of the UCC or other applicable law, (B) to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, or license agreement, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest notwithstanding the prohibition), (iv) any Collateral that constitutes Equipment subject to a certificate of title statute, Farm Products, Accessions and As-Extracted Collateral, (v) Letter-of-Credit Rights and Commercial Tort Claims, (vi) any Capital Stock of a Person that is does not a Subsidiary of a Grantor or (vii) with respect to any United States Collateral, any “intent-to-use” Trademark applications prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, result in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” Trademark application under applicable federal law. It is hereby understood and agreed that any Property described in the preceding proviso as being expressly excluded from the security interest created hereby, and any Property that is otherwise expressly excluded from clauses (a) through (o) above, shall be excluded from the definition of “Collateral”consequences.