Common use of Grant of Security Interests Clause in Contracts

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its the Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, upon the terms and subject to the conditions of this Agreement and further subject to the provisions of the Intercreditor Agreement, a continuing security interest (subject to Liens to the extent permitted under the terms of all Secured Debt Documents from time to time in effect) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunderthereunder (in each case except to the extent constituting Excluded Collateral), (iii) all Inventory, (iv) the Cash Collateral Account established with the Collateral Agent for such Assignor and all monies, securities, investments and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all present and future bank accounts of such Assignor including, without limitation, any demand, time savings, passbook, certificates of deposit, or like accounts maintained by such Assignor with any bank, savings and loan association, credit union or other organization, all money, cash and checks, drafts, notes, bills, bills of exchange, securities, investments, bonds or other instruments, writings or property of such Assignor from time to time received, receivable or otherwise distributed in respect thereof, in renewal or extension thereof, or in exchange therefor, whether or not deposited in any such deposit account (collectively, in each case, except to the extent constituting Excluded Collateral, the "Pledged Accounts"), (vi) all Equipment, (vvii) all Fixtures, (viii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, and all licenses of rights associated therewith, (viix) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viiixi) all other Goods, General Intangibles, Investment Property, PermitsPermits (other than the Casino Operating Contract), Chattel Paper, Investment Property and Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing and (xiii) all other personal property of the aboveany Assignor of any nature whatsoever, collectivelyincluding, the "Collateral").without limitation, all accounts, bank accounts, deposits, credit balances, contract rights, inventory, general intangibles, goods, equipment, instruments, chattel paper, machinery, furniture, furnishings, fixtures, tools, supplies, appliances, plans and drawings and all property from time to

Grant of Security Interests. (a) As collateral security for the prompt --------------------------- and complete payment and performance when due by each Assignor of all of its such Assignor’s Obligations, each such Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured CreditorsParties, subject to Section 1.3, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, (iiiii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, (iiiiv) all Inventory, (ivv) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vvii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viviii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignorinformation, including, but not limited to, Trade Secrets Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (viiixii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Documents and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below)Instruments, (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (xxiv) all other bankpersonal property of such Assignor, demandwhether now owned or hereafter acquired, time savings, cash management, passbook, certificates (xv) all documents of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited title evidencing or required issued with respect to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern valueforegoing, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xiixvi) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the "“New Collateral"” and, together with the Collateral (as such term is defined in the Existing Security Agreement), the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) of the Credit Agreement, to the extent that the Lender (as defined in that certain Loan Agreement by and among Huntsman Headquarters Corporation, Huntsman Petrochemical Corporation, Huntsman Chemical Corporation, Huntsman Packaging Corporation and U.S. Bank of Utah dated as of December 17, 1996 (the “Headquarters Loan Agreement”)) has consented to the grant by Huntsman Headquarters Corporation of a security interest in any Collateral (as defined in the Headquarters Loan Agreement) hereunder); and (3) capital stock not required pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement to be pledged hereunder.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: (i) each and every ReceivableAccount; all cash; the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; all Chattel Paper (ii) including, without limitation, all Contracts, together with Tangible Chattel Paper and all Contract Rights arising thereunder, (iii) Electronic Chattel Paper); all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) Commercial Tort Claims; all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto Domain Names and rights in Trade Secrets; Contracts, Trade Secrets Rights, (viii) together with all Contract Rights arising thereunder; all Copyrights; all Equipment; all Deposit Accounts and all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accountsforegoing; all Documents; all General Intangibles; all Goods; all Instruments; all Inventory; all Investment Property; all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); all Marks, (xi) together with the registrations and right to all goodwillrenewals thereof, going concern valuethe goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same; all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same; all Permits; all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording; all Supporting Obligations; and (xii) 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 (all of the above, collectively, the "“Collateral"”).

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, in each case for the benefit of the Secured Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: (i) each and every ReceivableAccount; all cash; the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; all Chattel Paper (ii) including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); all Commercial Tort Claims (including all Commercial Tort Claims described in Annex D hereto); all Domain Names, Trade Secrets, and other proprietary information, including financial data, personal information, customer lists, supplier lists, business plans, and data collections; all Contracts, together with all Contract Rights arising thereunder; all Copyrights; all Equipment; all Deposit Accounts and all other demand, (iii) deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing; all Documents; all General Intangibles; all Goods; all Instruments; all Inventory, ; all Investment Property and Securities Accounts; all Letter-of-Credit Rights (iv) all Equipment, (v) whether or not the respective letter of credit is evidenced by a writing); all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor Marks and all intellectual property rights therein and all other proprietary information causes of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in action arising prior to or after the case date hereof for infringement of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accountsMarks or unfair competition regarding the same; all Patents, (xi) together with all goodwill, going concern value, and all causes of such Assignor's rights in, action arising prior to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by after the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer date hereof for infringement of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of Patents or unfair competition regarding the above, collectively, the "Collateral").same;

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of such the Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such the Assignor symbolized by the Marks, (vivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiviii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets RightsSecrets, (viiix) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, DocumentsDocuments and Instruments (other than the Pledged Securities), Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement). (b) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which the Assignor may acquire at any time during the continuation of this Agreement. 1.2.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Instruments, Investment Property (except to the extent pledged under the Pledge Agreement) and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement (including Section 3.6 hereof or certain of the representations and warranties contained herein), no Assignor shall be required to deliver any Instrument hereunder with an outstanding principal amount of $50,000 or less, provided that no more than $100,000 in the aggregate of all such $50,000 or less Instruments (including, for this purpose, any Pledged Notes (as defined in the Pledge Agreement) not required to be delivered pursuant to the Pledge Agreement) shall be excluded from the delivery requirements under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Collateral shall not include any, and automatically excluded therefrom shall be any, Equipment or Goods which are the subject of a Lien under Section 9.01(viii) or (xiv) of the Credit Agreement to the extent that the holders of any such Lien do not permit the Collateral Agent to retain a subordinated security interest therein (but only so long as such Lien continues to exist), provided that the security interest in any such Equipment or Goods shall be reinstated in favor of the Collateral Agent for the benefit of the Secured Creditors at such time as the underlying obligations with respect to any such Lien shall have been satisfied.

Grant of Security Interests. (a) As security for the prompt and --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, and (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "" Collateral"); provided -------- however, that (x) in the case of any Instruments, Contracts, Chattel Paper or ------- General Intangibles that would otherwise be included in the Collateral, no security interest in the right, title and interest of any Assignor thereunder or therein will be granted pursuant to this Section 1.1 (and such Instruments, Contracts, Chattel Paper or General Intangibles shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of a security interest in the right, title and interest of such Assignor thereunder or therein pursuant to the terms hereof would result in a breach, default or termination of such Instruments, Contracts, Chattel Paper or General Intangibles, although the provisions of this clause (x) shall not apply to (and the security interests created hereunder shall extend to) (i) the right to receive monies due or to become due pursuant to such Instruments, Contracts, Chattel Paper or General Intangibles, (ii) any equity interests owned by any Assignor in any Subsidiary of such Assignor, (iii) any such items of Collateral by and among any Assignor and any Subsidiary of any Assignor and (iv) the Transition Services Agreement and (y) in the case of any Equipment that would otherwise be included in the foregoing Collateral, the foregoing will not be deemed to grant a security interest therein under this Agreement (and such Equipment shall not be deemed to constitute a part of the Collateral) if such Equipment is subject to a Lien permitted by Section 9.01(vii) of the Credit Agreement and the holder of such Lien has not consented to the Collateral Agent having a junior Lien on such Equipment.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligationsthe Obligations of such Assignor, each Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightstrade secrets (to the extent such computer programs, intellectual property rights and proprietary information are assignable without violating any agreements governing same), (viiivi) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Documents and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below)Instruments, (ixvii) the Cash Collateral Account and all monies, securities, instruments and other investments Cash Equivalents deposited or required to be deposited in such Cash Collateral Account, (xviii) all other bankpresent and future bank accounts of such Assignor including, without limitation, any demand, time savings, cash management, passbook, certificates of deposit and similar deposit, or like accounts maintained by such Assignor with any bank, savings and loan association, credit union or other organization, all moniesmoney, cash and checks, drafts, notes, bills, bills of exchange, securities, instruments and investments, bonds or other investments deposited instruments, writings or required property of such Assignor from time to be time received, receivable or otherwise distributed in respect thereof, in renewal or extension thereof, or in exchange therefor, whether or not deposited in any such deposit account (collectively, the "Pledged Accounts"), (ix) all revenues, receipts, income, accounts, and other Receivables derived or to be derived from the ownership or operation of any Borrowing Base Properties and Borrowing Base Pledged Mortgage Loans and related facilities located thereon, including, without limitation of the foregoing accountsgenerality of the foregoing, all rent, advance deposits, charges for services and other revenues and income derived or to be derived from the sale or rental of rooms, apartments, units or other facilities, the provision of services, the sale of food, beverages and merchandise, the rental of shops, the leasing of commercial or residential spaces, the granting of concessions (xi) all goodwill, going concern value, and all including concessions for the installation of coin-operated machines to the extent of such Assignor's rights ininterest therein) within or about any Borrowing Base Properties and related facilities, the rental or operation of parking facilities and the provision of services to or underguests of any Borrowing Base Properties and related facilities located thereon and any other items of revenue, or relating to, any license, permit receipts or other authorization income, (each, an "FCC License"x) issued by the FCC (provided, however, that such security interest does not include, all books and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such records of each Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant with respect to any such FCC License and all of the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); foregoing and (xiixi) all Proceeds and products of any and all of the foregoing (all of each Assignor's right, title and interest in the above, collectively, the "Collateral").

Grant of Security Interests. (a) As (i) Each Canadian Subsidiary Guarantor does hereby assign and transfer unto the DIP Collateral Agents, and does hereby grant to the DIP Collateral Agents for the benefit of the Lenders, as security for the prompt --------------------------- and complete payment and performance when due of all of its ObligationsObligations and for the Obligations of the Canadian Borrower, (ii) each Assignor US Subsidiary Guarantor does hereby assign and transfer unto the DIP Collateral AgentAgents, and does hereby pledge and grant to the DIP Collateral Agent Agents for the benefit of the Secured CreditorsLenders, as security for the prompt and complete payment and performance when due of all of the Obligations of the Borrowers and the Subsidiary Guarantors and (iii) each Borrower does hereby assign and transfer unto the DIP Collateral Agents, and does hereby grant to the DIP Collateral Agents for the benefit of the Lenders, as security for the prompt and complete payment and performance when due of all of the Obligations of such Borrower and of the other Borrower, a continuing security interest inof first priority (subject to the Permitted Cash Collateral, Senior Liens and the Carve-Out) in all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, bank account; (ii) each and every Receivable; (iii) all Inventory; (iv) the BT Concentration Accounts and all monies, securities and instruments deposited or required to be deposited in the BT Concentration Accounts; (v) the US Collection Accounts and all monies, securities and instruments deposited in the US Collection Accounts; (vi) the Canadian Bank Accounts and all monies, securities and instruments deposited in the Canadian Bank Accounts; (vii) all Contracts, together with all Contract Rights arising thereunder, ; (iiiviii) all InventoryEquipment including, without limitation, all of the vehicles and rolling stock (iv) all Equipment, and the certificates of title and other registrations relating thereto); (vix) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor the Borrowers symbolized by the Marks, ; (vix) all Patents and Copyrights, ; (viixi) 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, trade secrets; (viiixii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Documents and Instruments and (other assets than the Pledged Securities); (including cashxiii) all Real Property Collateral; (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (xxiv) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited interests in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer personal property of any FCC License)nature whatsoever; and (xiixv) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"), but excluding, unless the US Interim Order shall become the US Final Order or the US Final Order shall otherwise so provide, the proceeds of avoidance actions pursuant to Chapter 5 of the US Bankruptcy Code.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligationsthe Obligations of such Assignor, each Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent Agent, for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing collateral located on, used in connection with the ownership or operation of, or related to any of the Borrowing Base Properties, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightstrade secrets (to the extent such computer programs, intellectual property rights and proprietary information are assignable without violating any agreements governing same), (viiivi) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, DocumentsLetter-of-Credit Rights, Instruments Commercial Tort Claims, Documents and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below)Instruments, (ixvii) the Cash Collateral Reserve Account and all moniesAccount Collateral, securitiesBorrowing Base Income, instruments Cash Equivalents and other investments deposited amounts permitted or required to be deposited in therein pursuant to the Credit Agreement, (viii) all revenues, receipts, income, accounts, and other Receivables derived or to be derived from the ownership or operation of any Borrowing Base Properties and related facilities located thereon, including, without limitation of the generality of the foregoing, all rent, advance deposits, charges for services and other revenues and income derived or to be derived from the sale or rental of rooms, apartments, units or other facilities, the provision of services, the sale of food, beverages and merchandise, the rental of shops, the leasing of commercial or residential spaces, the granting of concessions (including concessions for the installation of coin-operated machines to the extent of such Cash Collateral AccountAssignor's interest therein) within or about any Borrowing Base Properties and related facilities, the rental or operation of parking facilities and the provision of services to guests of any Borrowing Base Properties and related facilities located thereon and any other items of revenue, receipts or other income, (ix) all books and records of each Assignor with respect to any and all of the foregoing and (x) all other bankProceeds, demand, time savings, cash management, passbook, certificates of deposit products and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products Supporting Obligations of any and all of the foregoing (all of each Assignor's right, title and interest in the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the ratable benefit of the Bank Creditors, the Interest Rate Protection Creditors and the Senior Noteholders, in each case to the extent from time to time holding Obligations of such Assignor secured hereunder (collectively, and together with the Collateral Agent, the "Secured Creditors"), a continuing security interest of first priority (subject to Liens evidenced by Permitted Filings and Liens permitted under Section 9.01 of the Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account established for each Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vivii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viiiix) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Documents and Instruments (other than the Pledged Securities and any other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited capital stock or promissory notes not required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pledged pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); Subsidiaries Pledge Agreement) and (xiix) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"); provided, however that to the extent that any Contract may be terminated (in accordance with the terms thereof after giving effect to any applicable laws) in the event of granting of a security interest therein, or in the event the granting of a security interest in any Contract shall violate applicable law, then the security interest granted hereby shall be limited to the extent necessary so that such Contract may not be so terminated or no such violation of law shall exist, as the case may be.

Grant of Security Interests. (a) As collateral security for the prompt --------------------------- and complete payment and performance when due by each Assignor of all of its such Assignor’s Obligations, and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to make the Loans and provide the other financial accommodations to the Borrowers contemplated therein, each such Assignor does hereby grant, pledge, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent, in its capacity as Collateral Agent for the benefit of the Secured Creditorshereunder, subject to Section 1.2, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquiredacquired or created: (i) all cash, accounts, Deposit Accounts, Investment Property, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, (iiiii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, (iiiiv) all Inventory, (ivv) any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such cash collateral account, (vi) all Equipment, (vvii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (viviii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viiix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignorinformation, including, but not limited to, Trade Secrets Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (viiixii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Documents and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below)Instruments, (ixxiv) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral AccountLetter-of-Credit Rights, (xxv) any existing Commercial Tort Claims, (xvi) all other bankpersonal property of such Assignor, demandwhether now owned or hereafter acquired, time savings, cash management, passbook, certificates (xvii) all documents of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited title evidencing or required issued with respect to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern valueforegoing, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xiixviii) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the "“Collateral"”); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (v) or (w) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (w) of Section 7.10(a) of the Credit Agreement, to the extent that the Lender (as defined in that certain Loan Agreement by and among Huntsman Headquarters Corporation, Huntsman Petrochemical Corporation, Huntsman Chemical Corporation, Huntsman Packaging Corporation and U.S. Bank of Utah dated as of December 17, 1996 (the “Headquarters Loan Agreement”)) has consented to the grant by Huntsman Headquarters Corporation of a security interest in any Collateral (as defined in the Headquarters Loan Agreement) hereunder); and (3) capital stock not required to be pledged hereunder pursuant to Section 7.10(c) or 7.10(e) of the Credit Agreement.

Grant of Security Interests. (a) As security for the To secure Borrowers' prompt --------------------------- and complete payment and performance when due of all of its Obligationsthe Obligations Borrowers owe to Lender under any Loan Document, each Assignor does hereby assign Borrower, through this instrument, irrevocably grants to Lender, its successors and transfer unto the Collateral Agentassigns, a right of set-off against and does hereby pledge and grant to the Collateral Agent a continuing first position (except for the benefit of the Secured Creditors, a continuing "Permitted Liens") security interest in, and first Lien (collectively the "Security Interests") in and to all of the right, title following property and interest interests in property of such Assignor in, to and under all of the followingBorrower, whether now owned or existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereofsubsequently acquired or arising, and the goodwill of the business of such Assignor symbolized by the Marks, wherever located (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"): (i) all Accounts, Inventory, Equipment, Fixtures, machinery, vehicles, general business assets, contracts and contract rights, General Intangibles (other than "intent to use" Trademark registrations and applications), tax refunds, Chattel Paper, Cash Equivalents, capital contributions, instruments, notes Collateral Records, letters of credit, Documents and documents of title; (ii) all Deposit Accounts (general or special) with and credits and other claims against any depository bank therefor or Lender, or any other financial institutions with which such Borrower maintains deposits (if any) and all amounts deposited therein: (iii) all now owned or subsequently acquired Monies, and any and all other tangible or intangible property, and all know-how or technology or applications of technology developed therefrom, whether or not now or subsequently coming into the actual possession, custody or control of Lender or any agent or affiliate of Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); (iv) all Insurance Policies of or relating to any of the foregoing and all proceeds from Insurance Policies from any life insurance policy covering the life of any director, officer, employee or former director, officer or employee of such Borrower, if such Borrower is the beneficiary thereof, and all proceeds from Insurance Policies covering business interruption insurance; (v) all books and records relating to any of the preceding; (vi) all good will and going concern value of such Borrower's business; (vii) all Stock or other ownership interests in each of the Subsidiaries; and (viii) all accessions and additions to, substitutions for, and replacements, products and Proceeds of any of the preceding. Borrowers and Lender specifically intend and agree that the term "Collateral" as defined in this Agreement includes all property and interests in property of each Borrower, whether real, personal, intangible, inchoate or otherwise, whether now existing or subsequently acquired or arising/or whether or not specifically enumerated in this Agreement, except as identified specifically on attached Schedule 4.1. Borrowers therefore acknowledge and agree that the term "Collateral" as defined in this Agreement is to be construed in the broadest manner possible, and if, after the Effective Date, at any time or from time to time, any Borrower acquires any property or interest in property (real, personal, intangible, inchoate or otherwise) that is not described or adequately described in this Section 4.1, Borrowers will notify Lender of the same, and the parties will amend this Section 4.1 to cover specifically any such items, if Lender deems the same necessary.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Administrative Agent, and does hereby pledge and grant to the Collateral Administrative Agent for the benefit of the Secured Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Secret Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments Documents and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below)Instruments, (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bankrevenues, demandreceipts, time savingsincome, cash managementaccounts, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited Receivables derived or required to be deposited in derived from the ownership or operation of any Hotel Property and related facilities located thereon, including, without limitation of the foregoing accountsgenerality of the foregoing, all room revenues and room charges and charges for hotel services (including advance deposits therefor) and other revenues and income derived or to be derived from the sale or rental of hotel rooms and meeting rooms, the provision of hotel services, the sale of food, beverages and merchandise, the rental of shops, leasing of commercial or residential spaces, the granting of concessions (including taxi concessions and concessions for the installation of coin-operated machines to the extent of such Assignor's interest therein) within or about any Hotel Property and related facilities, the rental or operation of travel desks, the rental or operation of parking facilities and the provision of services to guests of any Hotel Property and related facilities located thereon and any other items of revenue, receipts or other income, (xi) all goodwill, going concern value, books and records of each Assignor with respect to any and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); foregoing and (xii) all Proceeds and products of any and all of the foregoing (all of each Assignor's right, title and interest in the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance performance, when due of due, of: (i) all of its the Obligations (other than Obligations arising under the Warrants, any Common Stock issued upon exercise of the Warrants or the Registration Rights Agreement) to the Lender under the Credit Agreement and the other Loan Documents, and (ii) all of the Cornell Capital Obligations, each Assignor of the Debtors does hereby sell, assign and transfer unto Airlie, as Collateral Agent for (A) itself, (B) any subsequent Lender under the Loan Documents, and (C) Cornell Capital, and does hereby grant to the Collateral Agent, a first priority Lien and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in, in all of the right, title and interest of such Assignor the Debtors in, to and under all of the followingassets and properties, real, personal or mixed, of the Debtors, whether now existing or hereafter from time to time acquired, including, without limitation: (i) each and every Receivable, ; (ii) all Contracts, together with all Contract Rights arising thereunder, ; (iii) all Inventory, ; (iv) all Equipment, ; (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor Debtor symbolized by the Marks, ; (vi) the Master Depositary Account established for such Debtor and all moneys, Securities and Instruments deposited or required to be deposited in such Master Depositary Account; (vii) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof; (viiviii) all computer programs of such Assignor Debtor and all intellectual property rights therein and all other proprietary information of such AssignorDebtor, including, but not limited to, Trade Secrets Secret Rights, ; (viiiix) all insurance policies; (x) all other Goods, General Intangibles, Investment Property, PermitsCommercial Tort Claims, Chattel Paper, Documents, Securities and Instruments and other assets (including cash) INCLUDING (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ixA) the Cash Collateral Account Securities and all moniesInstruments constituting the Davel Credit Parties Debt, securitiesthe Cerberus Subordinated Debt and the Shares of Davel Communications, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any Inc. that are the subject of the foregoing accounts, (xi) all goodwill, going concern valueCollateral Debt and Securities Assignment Agreement, and all (B) the Securities that are the subject of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, MobilePro Pledge Agreement and the -------- ------- term "Collateral" does not includePurchaser Pledge Agreement, at any time any FCC License granted as separate collateral security to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").the

Grant of Security Interests. (a) As security for 2.1 To secure on a first-priority perfected basis the prompt --------------------------- and complete payment and performance when due of all of its ObligationsSecured Obligations in full, each Assignor does Pledgor hereby assign reconfirms its grant under the Existing Pledge Agreement and transfer unto grants anew to the Collateral Administrative Agent a continuing first-priority security interest under the Code in and hereby reconfirms its pledge and pledges anew to Administrative Agent, and does hereby pledge and grant to the Collateral Agent in each case for the benefit of each of the Secured Creditors, a continuing security interest inParties, all of the such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. 2.2 Upon the execution and delivery of this Agreement, each Pledgor shall reconfirm its delivery and DLH Holdings Corp. shall deliver to and deposit with the Administrative Agent in pledge, all of such Assignor inPledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral to and under all the extent that such Pledged Collateral is represented by certificates (including, without limitation, any certificated capital stock of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contractsany Company), together with all Contract Rights arising thereunderundated stock powers, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with instruments or other documents signed in blank by such Pledgor. In the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all moniesevent that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and other investments deposited or required to be deposited deposit with the Administrative Agent in pledge, all such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all moniescertificates, securities, instruments or other documents which evidence the Pledged Collateral. 2.3 Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other investments deposited or required ownership interests entitled to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all vote of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does Foreign Company and this Agreement shall not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant apply to any such FCC License and stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty five percent (65%) limitation. To the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with extent the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").Administrative Agent receives more than sixty {N0289348 2 }

Grant of Security Interests. (a) As security for To secure on a first-priority perfected basis the prompt --------------------------- and complete payment and performance when due of all of its ObligationsSecured Obligations in full, each Assignor does Pledgor hereby assign reconfirms its grant under the Existing Pledge Agreement and transfer unto grants anew to the Collateral Administrative Agent a continuing first-priority security interest under the Code in and hereby reconfirms its pledge and pledges anew to Administrative Agent, and does hereby pledge and grant to the Collateral Agent in each case for the benefit of each of the Secured Creditors, a continuing security interest inParties, all of the such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. (b) Upon the execution and delivery of this Agreement, each Pledgor shall reconfirm its delivery and DLH Holdings Corp. shall deliver to and deposit with the Administrative Agent in pledge, all of such Assignor inPledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral to and under all the extent that such Pledged Collateral is represented by certificates (including, without limitation, any certificated capital stock of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contractsany Company), together with all Contract Rights arising thereunderundated stock powers, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with instruments or other documents signed in blank by such Pledgor. In the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all moniesevent that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and other investments deposited or required to be deposited deposit with the Administrative Agent in pledge, all such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all moniescertificates, securities, instruments or other documents which evidence the Pledged Collateral. (c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other investments deposited or required ownership interests entitled to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all vote of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does Foreign Company and this Agreement shall not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant apply to any such FCC License stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and the rights other ownership interests entitled to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer vote of any FCC License); Foreign Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and (xii) all Proceeds and products other ownership interests upon the request of any and all of the foregoing (all of the above, collectively, the "Collateral")a Pledgor.

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Administrative Agent, and does hereby pledge and grant to the Collateral Administrative Agent for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations, each Each Assignor does hereby (A) assign and transfer unto the Collateral AgentAgent in its capacity solely as collateral agent for the equal and ratable benefit of the Lender Creditors, and does hereby pledge and grant to the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of the Secured Lender Creditors, in each case as security for the prompt payment and performance when due of all Priority Credit Document Obligations, a continuing security interest in, in all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and (B) separately assign and transfer unto the goodwill Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of all of the business Secured Creditors, and does hereby separately pledge and grant to the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of all of the Secured Creditors, in each case as security for the prompt payment and performance when due of all Obligations not constituting Priority Credit Document Obligations, a separate continuing security interest in all of the right, title and interest of such Assignor symbolized by in, to and under all of the Marks, following personal property and fixtures (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information therein) of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subjector in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired (it being understood and agreed by the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, parties hereto that (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit the security interest granted herein (i) to the Collateral Agent in its capacity solely as collateral agent for the equal and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any ratable benefit of the foregoing accounts, Lender Creditors to secure the Priority Credit Document Obligations shall have a first priority distribution right as provided in Section 7.4 hereof and (xiii) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to Collateral Agent in its capacity solely as collateral agent for the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, equal and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer ratable benefit of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing Secured Creditors to secure Obligations not constituting Priority Credit Document Obligations shall be subject to the security interest granted herein for the benefit of the Lender Creditors to secure Priority Credit Document Obligations and shall only be entitled to a distribution as provided in Section 7.4 hereof after all Priority Credit Document Obligations have been paid in full as provided in such Section 7.4, and (y) the grants of security interest hereunder constitute two separate and distinct grants of security and Liens, one in favor of the Collateral Agent in its capacity as collateral agent for the equal and ratable benefit of the Lender Creditors to secure Priority Credit Document Obligations and the second in favor of the Collateral Agent in its capacity as collateral agent for the equal and ratable benefit of all of the above, collectively, the "Collateral").Secured Creditors to secure Obligations not constituting Priority Credit Document Obligations):

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its the Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, upon the terms and subject to the conditions of this Agreement and further subject to the provisions of the Intercreditor Agreement, a continuing security interest (subject to Liens to the extent permitted under the terms of all Secured Debt Documents from time to time in effect) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunderthereunder (in each case except to the extent constituting Excluded Collateral), (iii) all Inventory, (iv) the Cash Collateral Account established with the Collateral Agent for such Assignor and all monies, securities, investments and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all present and future bank accounts of such Assignor including, without limitation, any demand, time savings, passbook, certificates of deposit, or like accounts maintained by such Assignor with any bank, savings and loan association, credit union or other organization, all money, cash and checks, drafts, notes, bills, bills of exchange, securities, investments, bonds or other instruments, writings or property of such Assignor from time to time received, receivable or otherwise distributed in respect thereof, in renewal or extension thereof, or in exchange therefor, whether or not deposited in any such deposit account (collectively, in each case, except to the extent constituting Excluded Collateral, the "Pledged Accounts"), (vi) all Equipment, (vvii) all Fixtures, (viii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, and all licenses of rights associated therewith, (viix) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rightstrade secrets, (viiixi) all other Goods, General Intangibles, Investment Property, PermitsPermits (other than the Casino Operating Contract), Chattel Paper, Investment Property and Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing and (xiii) all other personal property of the aboveany Assignor of any nature whatsoever, collectivelyincluding, the "Collateral").without limitation, all accounts, bank accounts, deposits, credit balances, contract rights, inventory, general intangibles, goods, equipment, instruments, chattel paper, machinery,

Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its the Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and any other cash collateral account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account and any such other cash collateral account, (v) all Equipment, (vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vivii) all Patents and Copyrights, (viiviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Secret Rights, (viiiix) (1) the Concentration Account, (2) all moneys, checks, drafts, securities and instruments deposited or required to be deposited in the Concentration Account, (3) all investments and all certificates and instruments, if any, from time to time representing or evidencing such investments and (4) all interest, dividends, cash, investments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing items listed under subclauses (1) through (3), (x) (1) the Concentration Account Consent Letter and each other agreement from time to time entered into by such Assignor with the Concentration Account Bank and all rights of such Assignor under the Concentration Account Consent Letter and each other agreement from time to time entered into by such Assignor with the Concentration Account Bank with respect to the Concentration Account, (xi) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Documents and Instruments and (other assets (including cashthan the Pledged Securities) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the -------- ------- term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"), provided, however, that if any Contract prohibits, or requires the consent for (in accordance with the terms thereof after giving effect to any applicable laws), the granting of a security interest therein, or in the event the granting of a security interest in any Contract shall violate applicable law, then the security interest granted hereby shall be limited to the extent (and only to the extent) necessary so that such Contract may not be so violated or no such violation of law shall exist, as the case may be.